Exhibit 10.1

EXECUTION VERSION

£1,250,000,000
Senior Facilities Agreement

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

Virgin Media SFA Finance Limited
as Original Borrowers

The Original Guarantors

Deutsche Bank AG, London Branch

BNP Paribas London Branch

as Global Coordinators and Physical Bookrunners

Deutsche Bank AG, London Branch

BNP Paribas London Branch

Crédit Agricole Corporate and Investment Bank

GE Corporate Finance Bank SAS

▇▇▇▇▇▇▇ ▇▇▇▇▇ International

▇.▇. ▇▇▇▇▇▇ PLC

Lloyds TSB Corporate Markets

▇▇▇▇▇▇▇ ▇▇▇▇▇ International

The Royal Bank of Scotland plc

UBS Limited
as Bookrunners and Mandated Lead Arrangers

Deutsche Bank AG, London Branch
as Facility Agent and Security Trustee

The Lenders

and

Deutsche Bank AG, London Branch
as Original L/C Bank

Dated 16 March 2010 as amended and restated on 26 March 2010

TABLE OF CONTENTS

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THIS AGREEMENT is dated 16 March 2010 as amended and restated on 26 March 2010.

BETWEEN:

(1)                                      VIRGIN MEDIA INC., a company incorporated in the State of Delaware, United States of America, whose principal executive offices are located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, United States of America (the “Ultimate Parent”);

(2)                                      VIRGIN MEDIA FINANCE PLC, a company incorporated in England and Wales with registered number 5061787 and having its registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the “Parent”);

(3)                                      VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, a company incorporated in England and Wales with registered number 3173552 and having its registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (“VMIH”);

(4)                                      VIRGIN MEDIA LIMITED, a company incorporated in England and Wales with registered number 2591237 and having its registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇;

(5)                                      VIRGIN MEDIA WHOLESALE LIMITED (formerly Telewest Communications Group Limited), a company incorporated in England and Wales with registered number 2514287 and having its registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (“VM Wholesale”);

(6)                                      VMIH SUB LIMITED, a company incorporated in England and Wales with registered number 5316140 and having its registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (“VMIH Sub”);

(7)                                      VIRGIN MEDIA SFA FINANCE LIMITED, a company incorporated in England and Wales with registered number 7176280 and having its registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (“UK Newco”);

(8)                                      THE ORIGINAL GUARANTORS (as defined below);

(9)                                      DEUTSCHE BANK AG, LONDON BRANCH and BNP PARIBAS LONDON BRANCH (each a “Physical Bookrunner” and together, the “Physical Bookrunners”);

(10)                                DEUTSCHE BANK AG, LONDON BRANCH and BNP PARIBAS LONDON BRANCH (each a “Global Coordinator” and together, the “Global Coordinators”);

(11)                                DEUTSCHE BANK AG, LONDON BRANCH BNP PARIBAS LONDON BRANCH, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, GE CORPORATE FINANCE BANK SAS, ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL, ▇.▇. ▇▇▇▇▇▇ PLC, LLOYDS TSB CORPORATE MARKETS, ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL, THE ROYAL BANK OF SCOTLAND PLC and UBS LIMITED (each a “Bookrunner” and together, the “Bookrunners”);

(12)                                DEUTSCHE BANK AG, LONDON BRANCH BNP PARIBAS LONDON BRANCH, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, GE CORPORATE FINANCE BANK SAS, ▇▇▇▇▇▇▇ SACHS INTERNATIONAL, ▇.▇. ▇▇▇▇▇▇ PLC, LLOYDS TSB CORPORATE MARKETS, ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL, THE ROYAL BANK OF SCOTLAND PLC and UBS LIMITED (each a “Mandated Lead Arranger” and together, the “Mandated Lead Arrangers”);

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(13)                                DEUTSCHE BANK AG, LONDON BRANCH (as agent for and on behalf of the Relevant Finance Parties, the “Facility Agent”);

(14)                                DEUTSCHE BANK AG, LONDON BRANCH (as security trustee for and on behalf of the Relevant Finance Parties, the “Security Trustee”);

(15)                                THE LENDERS (as defined below); and

(16)                                DEUTSCHE BANK AG, LONDON BRANCH as L/C Bank (the “Original L/C Bank”).

1.                                           DEFINITIONS AND INTERPRETATION

1.1                                     Definitions

In this Agreement the following terms have the meanings set out below.

“2014 High Yield Notes” means the Sterling denominated 9.75% senior notes due 2014, the dollar denominated 8.75% senior notes due 2014 and the euro denominated 8.75% senior notes due 2014, in each case, issued by the Parent.

“2016 High Yield Notes” means the 9.125% sterling denominated senior notes due 2016, the 9.50% dollar denominated senior notes due 2016 and the 9.50% euro denominated senior notes due 2016, in each case, issued by the Parent.

“80% Security Test” means, subject to Clause 24.12 (Further Assurance), the requirement that, save as otherwise provided in Clause 24.12 (Further Assurance), members of the Bank Group generating not less than 80% of Consolidated Operating Cashflow (excluding for the purposes of this calculation, any Consolidated Net Income attributable to any Joint Venture) have acceded as Guarantors to this Agreement and, in each case, granted Security pursuant to the Security Documents over all or substantially all of its assets, as tested by reference to each set of annual financial information relating to the Bank Group delivered to the Facility Agent pursuant to Clause 22.1 (Financial Statements).

“A Facility” means the term loan facility granted to the Original Borrowers pursuant to Clause 2.1(a) (The Facilities).

“A Facility Fee Letter” means the letter dated on or about the Original Execution Date from the Original Lenders to the Company in relation to the fees payable for providing the A Facility.

“A Facility Margin” means, in relation to A Facility Advances, and subject to Clause 14.6 (Margin Ratchet for A Facility Advances), 3.50% per annum.

“A Facility Outstandings” means, at any time, the aggregate principal amount of the A Facility Advances outstanding under this Agreement.

“A Facility Repayment Instalment” shall have the meaning given to such term in Clause 9.1 (Repayment of A Facility Outstandings) hereof.

“Acceding Borrower” means a member of the Bank Group which has complied with the requirements of Clause 26.1 (Acceding Borrowers).

“Acceding Group Company” means an Acceding Borrower, an Acceding Guarantor or an Acceding Holding Company, as the context may require.

“Acceding Guarantor” means any member of the Bank Group which has complied with the requirements of Clause 26.2 (Acceding Guarantors).

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“Acceding Holding Company” means any person which becomes the Holding Company of the Ultimate Parent and which has complied with the requirements of Clause 26.3 (Acceding Holding Company).

“Acceding Obligors” means the Acceding Borrowers and the Acceding Guarantors.

“Acceleration Date” means the date on which a written notice has been served under Clause 27.17 (Acceleration).

“Acceptable Bank” means:

(a)                           a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or

(b)                          any other bank or financial institution approved by the Facility Agent (in consultation with the Company).

“Acceptable Hedging Agreement” means a Hedging Agreement entered into on the terms of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) or the 2002 ISDA Master Agreement, each as published by ISDA, under which:

(a)                           if the 1992 Master Agreement is used, “Second Method” and either “Loss” or “Market Quotation” are specified as the payment method applicable;

(b)                          if the 2002 Master Agreement is used, the relevant agreement provides for two way payments;

(c)                           the governing Law is English or New York Law; and

(d)                          no credit support annex or credit support deed, each as published by ISDA, or other collateral posting provisions are incorporated.

“Accession Notice” means a duly completed notice of accession in the form of Part 3 of Schedule 5 (Form of Accession Notice) with such changes as may be agreed between the Company and the Agent from time to time.

“Accrued Amounts” has the meaning given to such term in Clause 37.14 (Pro Rata Interest Settlement).

“Acquiree” has the meaning given to such term in Clause 25.13(m) (Acquisitions and Investments).

“Act” means the Companies ▇▇▇ ▇▇▇▇ (as amended).

“Additional Assets” means any property, stock or other assets to be used by any member of the Bank Group in the Group Business or any business whose primary operations are directly related to the Group Business.

“Additional Facility” has the meaning given to such term in Clause 2.5 (Additional Facility).

“Additional Facility Accession Deed” means an agreement in the form of Part 1 of Schedule 6.

“Additional Facility Availability Period” means, in relation to an Additional Facility, the period specified in the Additional Facility Accession Deed for that Additional Facility.

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“Additional Facility Borrower” means any Borrower which becomes a borrower under any Additional Facility.

“Additional Facility Commencement Date” has the meaning given to such term in Clause 2.5 (Additional Facility).

“Additional Facility Lender” means a person which becomes a Lender under any Additional Facility in accordance with the terms of this Agreement.

“Additional Facility Margin” means, in relation to any Additional Facility, the margin specified in and, if applicable, adjusted in accordance with the relevant Additional Facility Accession Deed.

“Additional Facility Outstandings” means, at any time, the aggregate principal amount of any Additional Facility Advances outstanding under this Agreement.

“Additional High Yield Notes” means any notes where the incurrence of any Financial Indebtedness under such notes would not result in the pro forma Leverage Ratio (after giving effect to such incurrence and the use of proceeds thereof) on the Quarter Date prior to such incurrence (giving pro forma effect to any movement of cash out of the Bank Group since such date pursuant to Clause 25.5 (Dividends, Distributions and Share Capital) and any Permitted Payments) exceeding the ratio set out in Clause 25.4(p) (Financial Indebtedness) for the Quarter Date following such incurrence and:

(a)                           that are issued by the Parent after the Original Execution Date pursuant to an Additional High Yield Offering;

(b)                          having a final maturity (with no sinking fund payments) of no earlier than 31 December 2015;

(c)                           in respect of which the “cross-default” event of default with respect to a default under other indebtedness shall be limited to cross-default to any payment default or cross-acceleration;

(d)                          that are unsecured;

(e)                           that, if guaranteed, are not guaranteed by any member of the Bank Group other than the Company and/or Intermediate Holdco, provided that any such guarantee or guarantees so provided are (i) granted on subordination and release terms substantially the same as the existing guarantees of the Company and Intermediate Holdco in favour of the Existing High Yield Notes and (ii) subject to the terms of the HYD Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement; and

(f)                             that are designated as “Additional High Yield Notes” and “Parent Debt” by written notice from the Company to the Facility Agent and the Security Trustee within 15 days of the issuance of the relevant notes.

“Additional High Yield Offering” means one or more offerings of the Additional High Yield Notes on a registration statement filed with the SEC or pursuant to an exemption from registration under the United States Securities Act of 1933, as amended, including pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933, as amended.

“Additional Senior Secured Notes” means any notes where the incurrence of any Financial Indebtedness under such notes would not result in (i) the pro forma Leverage Ratio (giving effect to such incurrence and the use of proceeds thereof) on the Quarter Date prior to such

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incurrence (giving pro forma effect to any movement of cash out of the Bank Group since such date pursuant to Clause 25.5 (Dividends, Distributions and Share Capital) and any Permitted Payments) exceeding the ratio set out in Clause 25.4(p) (Financial Indebtedness) for the Quarter Date following such incurrence and (ii) the pro forma ratio of Consolidated Senior Net Debt (giving effect to such incurrence and the use of proceeds thereof and giving pro forma effect to any movement of cash out of the Bank Group since such date pursuant to Clause 25.5 (Dividends, Distributions and Share Capital) and any Permitted Payments) to Consolidated Operating Cashflow for the Quarter Date prior to such incurrence exceeding the ratio set out in Clause 25.2(o) (Negative Pledge) for the Quarter Date following such incurrence and:

(a)                           that are issued by the Parent, VMIH or any SSN Finance Subsidiary after the Original Execution Date;

(b)                          having a final maturity (with no sinking fund payments) of no earlier than 31 December 2015;

(c)                           in respect of which the “cross-default” event of default with respect to a default under other indebtedness shall be limited to cross-default to any payment default or cross-acceleration;

(d)                          in respect of which some or all of the Obligors have granted security and guarantees on the terms specified in the Group Intercreditor Agreement and substantially the same as to the Existing Senior Secured Notes;

(e)                           the proceeds of any such notes issuance shall not be used (A) in payment of any dividends or distributions to the Ultimate Parent and (B), prior to 1 August 2011, in repayment or prepayment of any 2016 High Yield Notes; and

(f)                             that are designated as (i) “Senior Secured Notes” by written notice from the Company to the Facility Agent, (ii) “New Senior Liabilities” under the Group Intercreditor Agreement by written notice from the Company to the Facility Agent and the Security Trustee, and (iii) “Designated Senior Liabilities” under the HYD Intercreditor Agreement, in each case, within 15 days of the issuance of the relevant notes.

“Advance” means:

(a)                           when designated “A Facility”, the principal amount of each advance made or to be made under the A Facility or arising in respect of the A Facility under Clause 14.3 (Consolidation and Division of Term Facility Advances);

(b)                          when designated “B Facility”, the principal amount of each advance made or to be made under a B Facility or arising in respect of a B Facility under Clause 14.3 (Consolidation and Division of Term Facility Advances);

(c)                           when designated “Revolving Facility”, the principal amount of each advance made or to be made under the Revolving Facility (but excluding for the purposes of this definition, any utilisation of the Revolving Facility by way of Ancillary Facility or Documentary Credit);

(d)                          when designated “Additional Facility”, the principal amount of each advance made or to be made under an Additional Facility or arising in respect of an Additional Facility under Clause 14.3 (Consolidation and Division of Term Facility Advances); or

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(e)                           without any such designation, the “A Facility Advance”, the “Additional Facility Advance”, the “B Facility Advance” and/or the “Revolving Facility Advance”, as the context requires,

in each case as from time to time reduced by repayment or prepayment.

“Affected Documentary Credit” has the meaning given to such terms in Clause 19.2 (Illegality in Relation to an L/C Bank).

“Affiliate” means, in relation to a person, any other person directly or indirectly controlling, controlled by or under direct or indirect common control with that person, and for these purposes “control” shall be construed so as to mean the ownership, either directly or indirectly and legally or beneficially, of more than 50% of the issued share capital of a company or the ability to control, either directly or indirectly, the affairs or the composition of the board of directors (or equivalent of it) of a company and “controlling”, “controlled by” and “under common control with” shall be construed accordingly.

“Agreed Business Plan” means the business plan, financial model and analysis of the future funding requirements of the Company and the Bank Group prepared by the Company and delivered to the Global Coordinators, in the agreed form, prior to the initial Utilisation Date.

“Alternative Market Disruption Event” has the meaning given to such term in Clause 15.2(c) (Market Disruption).

“Alternative Reference Bank Rate” has the meaning given to such term in Clause 15.3(b) (Alternative Reference Bank Rate).

“Alternative Reference Banks” means, in relation to an Advance in a currency other than euro, the principal London offices of JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland and, in relation to an Advance in euro, the principal offices in London of Crédit Agricole or such other banks as may be appointed by the Facility Agent with the consent of the Company.

“Amortisation Repayment Date” has the meaning given to such term in Clause 9.1 (Repayment of A Facility Outstandings).

“Ancillary Facility” means any:

(a)                           overdraft, automated payment, cheque drawing or other current account facility;

(b)                          forward foreign exchange facility;

(c)                           derivatives facility;

(d)                          guarantee, bond issuance, documentary or stand-by letter of credit facility;

(e)                           performance bond facility; and/or

(f)                             such other facility or financial accommodation as may be required in connection with the Group Business and which is agreed in writing between the relevant Borrowers and the relevant Ancillary Facility Lender.

“Ancillary Facility Commitment” means, in relation to an Ancillary Facility Lender at any time, and save as otherwise provided in this Agreement, the maximum Sterling Amount to be made available under an Ancillary Facility granted by it, to the extent not cancelled or

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reduced or transferred pursuant to the terms of such Ancillary Facility or under this Agreement.

“Ancillary Facility Documents” means the documents and other instruments pursuant to which an Ancillary Facility is made available and the Ancillary Facility Outstandings under it are evidenced.

“Ancillary Facility Lender” means any Lender which has notified the Facility Agent that it has agreed to its nomination in a Conversion Notice to be an Ancillary Facility Lender in respect of an Ancillary Facility granted pursuant to the terms of this Agreement.

“Ancillary Facility Outstandings” means (without double counting), at any time with respect to an Ancillary Facility Lender and each Ancillary Facility provided by it, the aggregate of:

(a)                           all amounts of principal then outstanding under any overdraft, automated payment, cheque drawing or other current account facility (determined in accordance with the applicable terms) as at such time; and

(b)                          in respect of any other facility or financial accommodation, such other amount as fairly represents the aggregate potential exposure of that Ancillary Facility Lender with respect to it under its Ancillary Facility, as reasonably determined by that Ancillary Facility Lender from time to time in accordance with its usual banking practices for facilities or accommodation of the relevant type (including without limitation, the calculation of exposure under any derivatives facility by reference to the ▇▇▇▇-to-market valuation of such transaction at the relevant time).

“Ancillary Facility Termination Date” has the meaning given to such term in paragraph (g) of Clause 6.1 (Utilisation of Ancillary Facilities).

“Anti-Terrorism Laws” mean:

(a)                           Executive Order No. 13224 of September 23, 2001 - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism (the “Executive Order”);

(b)                          the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act); and

(c)                           the Money Laundering Control Act of 1986, Public Law 99-570.

“Applicable Margin” means, at any time, the prevailing A Facility Margin, Additional Facility Margin, B Facility Margin or Revolving Facility Margin, as the context may require at the relevant time.

“Arrangers” means the Global Coordinators, the Physical Bookrunners and the Mandated Lead Arrangers and “Arranger” means any of them.

“Asset Passthrough” means a series of transactions between a Bank Holdco, one or more members of the Bank Group and an Asset Transferring Party where:

(a)                           in the case of an asset being transferred by a Bank Holdco to the Asset Transferring Party that asset:

(i)                              is first transferred by such Bank Holdco to a member of the Bank Group; and

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(ii)                           may then be transferred between various members of the Bank Group, and is finally transferred (insofar as such transaction relates to the Bank Group) to an Asset Transferring Party; or

(b)                          in the case of an asset being transferred by an Asset Transferring Party to a Bank Holdco, that asset:

(i)                              is first transferred by that Asset Transferring Party to a member of the Bank Group; and

(ii)                           may then be transferred between various members of the Bank Group, and is finally transferred (insofar as such transaction relates to the Bank Group) to such Bank Holdco,

and where the purpose of each such asset transfer is, in the case of an Asset Passthrough of the type described in paragraph (a) above, to enable a Bank Holdco to indirectly transfer assets (other than cash) to that Asset Transferring Party and, in the case of an Asset Passthrough of the type described in paragraph (b) above, is to enable an Asset Transferring Party to indirectly transfer assets (other than cash) to a Bank Holdco, in either case, by way of transfers of those assets to and from (and, if necessary, between) one or more members of the Bank Group in such a manner as to be neutral to the Bank Group taken as a whole provided that:

(w)                        the consideration payable (if any) by the first member of the Bank Group to acquire such assets comprises either (i) cash funded or to be funded directly or indirectly by a payment from (in the case of an Asset Passthrough of the type described in paragraph (a) above) the Asset Transferring Party and (in the case of an Asset Passthrough of the type described in paragraph (b) above) a Bank Holdco, in either case, in connection with that series of transactions or (ii) Subordinated Funding or (iii) the issue of one or more securities;

(x)                            the consideration payable by (in the case of an Asset Passthrough of the type described in paragraph (a) above) the Asset Transferring Party is equal to the consideration received or receivable by a Bank Holdco and (in the case of an Asset Passthrough of the type described in paragraph (b) above) by a Bank Holdco is equal to the consideration received or receivable by the Asset Transferring Party (and for this purpose, a security issued by one company shall constitute equal consideration to a security issued by another company where such securities have been issued on substantially the same terms and subject to the same conditions);

(y)                          all of the transactions comprising such a series of transactions (from and including the transfer of the assets by a Bank Holdco to and including the acquisition of those assets by the Asset Transferring Party or vice versa) are completed within two Business Days; and

(z)                            upon completion of all of the transactions comprising such a series of transactions, no person (other than another member of the Bank Group) has any recourse to any member of the Bank Group and no member of the Bank Group which is not an Obligor may have any recourse to an Obligor, in each case in relation to such a series of transactions (other than in respect of (i) the Subordinated Funding or any rights and obligations under the securities, in each case, mentioned in paragraph (w) above and (ii) covenants as to title provided, in the case of an Asset Passthrough of the type described in paragraph (a) above, in favour of the Asset Transferring Party on the same terms as such covenants were provided by the Bank Holdco in respect of the relevant assets and, in the case of an Asset Passthrough of the type described in paragraph (b) above, in favour of the Bank Holdco on the same terms as such

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covenants were provided by the Asset Transferring Party in respect of the relevant assets).

“Asset Securitisation Subsidiary” means any Subsidiary engaged solely in the business of effecting or facilitating any asset securitisation programme or programmes or one or more receivables factoring transactions.

“Asset Transferring Party” means the member of the Group (or any person in which a member of the Bank Group owns an interest but which is not a member of the Group), other than a member of the Bank Group (except where the asset being transferred is a security where such member of the Group may be a member of the Bank Group), who is the initial transferor or final transferee in respect of a transfer to or from a Bank Holdco, as the case may be, through one or more members of the Bank Group.

“Attached Working Paper” has the meaning given to such term in Clause 22.5(a) (Compliance Certificates).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Available A Facility Commitment” means, in relation to a Lender, at any time and save as otherwise provided in this Agreement, its A Facility Commitment at such time less the Sterling Amount of its share of the A Facility Advances made under this Agreement, adjusted to take account of:

(a)                           any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any A Facility Commitment, in each case, pursuant to the terms of this Agreement; and

(b)                          in the case of any proposed Advance, the Sterling Amount of its share of such A Facility Advance which, pursuant to any other Utilisation Request is to be made on or before the proposed Utilisation Date,

provided always that such amount shall not be less than zero.

“Available Additional Facility Commitment” means, in relation to a Lender and an Additional Facility, at any time and save as otherwise provided in this Agreement, its Additional Facility Commitment in relation to that Additional Facility at such time less the Sterling Amount of its share of the Additional Facility Advances made under that Additional Facility, adjusted to take account of:

(a)                           any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any Additional Facility Commitment in relation to that Additional Facility, in each case, pursuant to the terms of this Agreement; and

(b)                          in the case of any proposed Advance under that Additional Facility, the Sterling Amount of its share of such Additional Facility Advance which, pursuant to any other Utilisation Request is to be made on or before the proposed Utilisation Date,

provided always that such amount shall not be less than zero.

“Available Ancillary Facility Commitment” means, in relation to an Ancillary Facility Lender and an Ancillary Facility granted by it at any time, and save as otherwise provided in this Agreement or in the applicable Ancillary Facility Documents, its Ancillary Facility Commitment at such time, less the Sterling Amount of the relevant Ancillary Facility Outstandings at such time, provided always that such amount shall not be less than zero.

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“Available B Facility Commitment” means, in relation to a Lender and a B Facility, at any time and save as otherwise provided in this Agreement, its B Facility Commitment in relation to that B Facility at such time less the Sterling Amount of its share of the B Facility Advances made under that B Facility, adjusted to take account of:

(a)                           any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any B Facility Commitment in relation to that B Facility, in each case, pursuant to the terms of this Agreement; and

(b)                          in the case of any proposed Advance under that B Facility, the Sterling Amount of its share of such B Facility Advance which, pursuant to any other Utilisation Request is to be made on or before the proposed Utilisation Date,

provided always that such amount shall not be less than zero.

“Available Commitment” means, in relation to a Lender, the aggregate amount of its Available A Facility Commitments, its Available Additional Facility Commitments, its Available B Facility Commitments, its Available Revolving Facility Commitments and its Available Ancillary Facility Commitments, or, in the context of a particular Facility, its Available A Facility Commitments, its Available Additional Facility Commitments, its Available B Facility Commitments, its Available Revolving Facility Commitments or its Available Ancillary Facility Commitments, as the context may require.

“Available Facility” means, in relation to a Facility, at any time, the aggregate amount of the Available Commitments in respect of that Facility at that time.

“Available Revolving Facility” means, at any time, the aggregate amount of the Available Revolving Facility Commitments.

“Available Revolving Facility Commitment” means, in relation to a Lender, at any time and save as otherwise provided in this Agreement, its Revolving Facility Commitment at such time, less the Sterling Amount of its share of the Revolving Facility Outstandings, adjusted to take account of:

(a)                           any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any Revolving Facility Commitment, in each case, pursuant to the terms of this Agreement; and

(b)                          in the case of any proposed Utilisation, the Sterling Amount of its share of (i) such Revolving Facility Advance and/or Documentary Credit which pursuant to any other Utilisation Request is to be made, or as the case may be, issued, and (ii) any Revolving Facility Advance and/or Documentary Credit which is due to be repaid or expire (as the case may be), in each case, on or before the proposed Utilisation Date,

provided always that such amount shall not be less than zero.

“B Facility” means a term loan facility granted to the Company pursuant to a B Facility Accession Deed.

“B Facility Accession Deed” means an accession agreement in the form of Part 2 of Schedule 5 (Form of B Facility Accession Deed) with such changes as may be agreed between the Company and the Facility Agent from time to time.

“B Facility Fee Letter” means any fee letter entered into between the Company and any B Facility Lenders in relation to the fees payable for providing a B Facility.

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“B Facility Lender” means any person who has become a Lender in respect of any B Facility in accordance with the terms of this Agreement.

“B Facility Margin” means, in relation to any B Facility, the margin specified and, if applicable, adjusted in accordance with the relevant B Facility Accession Deed.

“B Facility Outstandings” means, at any time, the aggregate principal amount of the B Facility Advances outstanding under this Agreement.

“B Facility Syndication Letter” means the letter dated on or about the Original Execution Date from the Global Coordinators, Physical Bookrunners, Bookrunners and Mandated Lead Arrangers to the Company in relation to the syndication of the B Facilities.

“Bank Group” means:

(a)                           for the purposes of the definition of “Bank Group Consolidated Revenues”, Clause 22.1 (Financial Statements), Clause 22.3 (Budget) and Clause 23 (Financial Condition) and any other provisions of this Agreement using the terms defined in Clause 23 (Financial Condition):

(i)                              the Company;

(ii)                           NTL South Herts, for so long as a member of the Bank Group is the general partner of South Hertfordshire United Kingdom Fund, Ltd or if it becomes a wholly-owned Subsidiary of the Company;

(iii)                        NTL Fawnspring Limited, for so long as it is a Subsidiary of the Company;

(iv)                       each of the Company’s other direct and indirect Subsidiaries from time to time, excluding the Bank Group Excluded Subsidiaries; and

(v)                          without prejudice to sub-paragraph (iv) above, each of the direct and indirect Subsidiaries from time to time of Virgin Media Communications, excluding any Subsidiary thereof which has a direct or indirect interest in the Company;

(b)                          for all other purposes:

(i)                              the Company and each of its direct and indirect Subsidiaries from time to time, other than the Bank Group Excluded Subsidiaries; and

(ii)                           each of the direct and indirect Subsidiaries from time to time of Virgin Media Communications to the extent not already included by virtue of sub-paragraph (i) above, excluding any Subsidiary thereof which has a direct or indirect interest in the Company,

but excluding for all purposes under paragraphs (a) and (b) above any Permitted Joint Ventures.

For information purposes only, the members of the Bank Group as at the Original Execution Date for the purposes of paragraph (b) above are listed in Part 3 of Schedule 2 (Members of the Bank Group).

“Bank Group Cash Flow” has the meaning given to such term in Clause 23.1 (Financial Definitions).

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“Bank Group Consolidated Revenues” means, in respect of any period, the consolidated revenues for the Bank Group for that period as evidenced by the financial information provided in respect of that period pursuant to Clause 22.1 (Financial Statements).

“Bank Group Excluded Subsidiary” means:

(a)                           any Subsidiary of the Company or Virgin Media Communications which is a Dormant Subsidiary and which is not a Guarantor;

(b)                          NTL Fawnspring Limited;

(c)                           NTL South Herts and its Subsidiaries, until such time as NTL South Herts becomes a wholly-owned Subsidiary of the Company;

(d)                          any Subsidiary of the Company or Virgin Media Communications which is a Project Company;

(e)                           any Asset Securitisation Subsidiary; and

(f)                             any company which becomes a Subsidiary of the Parent or Virgin Media Communications in each case, after the Original Execution Date pursuant to an Asset Passthrough,

provided that any Bank Group Excluded Subsidiary may, at the election of the Parent and upon not less than 10 Business Days prior written notice to the Facility Agent, cease to be a Bank Group Excluded Subsidiary and become a member of the Bank Group.

“Bank Holdco” means a direct Holding Company of a member of the Bank Group which is not a member of the Bank Group.

“Barclays Intercreditor Agreement” has the meaning given to such term in the Group Intercreditor Agreement.

“Basel II” has the meaning given to such term in Clause 18.3(f) (Exceptions).

“BBA LIBOR” means in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and Interest Period displayed on the appropriate page of the Reuters screen.  If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders.

“BBC Guarantees” means the guarantees required to be given by the Borrowers in favour of BBC Worldwide Limited pursuant to the shareholder agreements relating to the UKTV Joint Ventures.

“Beneficiary” means a beneficiary in respect of a Documentary Credit.

“Blocked Account” means each interest bearing account maintained with the Facility Agent (or such other bank as the Facility Agent and the Company may jointly determine) in the name of an Obligor for the purposes of Clause 12.3 (Blocked Accounts) or Clause 12.7 (Trapped Cash) which is secured in favour of the Security Trustee pursuant to the Security Documents, or as otherwise required by the terms of this Agreement.

“Borrowers” means the Original Borrowers and any Acceding Borrower.

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“Break Costs” means the amount (if any) by which:

(a)                           the interest (excluding the Applicable Margin and Mandatory Cost) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period or Term in respect of that Advance or Unpaid Sum, had the amount so received been paid on the last day of that Interest Period or Term;

exceeds:

(b)                          the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of such Advance or Unpaid Sum received or recovered by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following such receipt or recovery and ending on the last day of the current Interest Period or Term.

“Budget” means in respect of any financial year commencing after 31 December 2010, the budget for such financial year, in the form and including the information required to be delivered by the Company to the Facility Agent pursuant to Clause 22.3 (Budget).

“Business Day” means a day (other than a Saturday or Sunday) on which (a) banks generally are open for business in London and (b) if such reference relates to a date for the payment or purchase of any sum denominated in:

(a)                           euro (A) is a TARGET Day and (B) is a day on which banks generally are open for business in the financial centre selected by the Facility Agent for receipt of payments in euro; or

(b)                          in a currency other than euro, banks generally are open for business in the principal financial centre of the country of such currency.

“Business Division Transaction” means any sale, transfer, demerger, contribution, spin off or distribution of, any creation or participation in any joint venture and/or entering into any other transaction or taking any action with respect to, in each case, any assets, undertakings and/or businesses of the Group which comprise all or part of the Virgin Media business division (or its predecessors or successors), to or with any other entity or person, whether or not within the Group or the Bank Group, in each case, where such transaction has the prior approval of an Instructing Group.

“Captive Insurance Company” means any captive insurance company for the Group (or any part thereof, which includes the Bank Group).

“Cash” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Cash Equivalent Investment” means:

(a)                           debt securities which are freely negotiable and marketable:

(i)                              which mature not more than 12 months from the relevant date of calculation; and

(ii)                           which are rated at least A-1 by Standard & Poor’s or Fitch or P-1 by Moody’s;

(b)                          certificates of deposit of, or time deposits or overnight bank deposits with, any commercial bank whose short-term securities are rated at least A-2 by Standard and Poor’s or Fitch or P-2 by Moody’s and having maturities of 12 months or less from the date of acquisition;

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(c)                           commercial paper of, or money market accounts or funds with or issued by, an issuer rated at least A-2 by Standard & Poor’s or Fitch or P-2 by Moody’s and having an original tenor of 12 months or less;

(d)                          medium term fixed or floating rate notes of an issuer rated at least A-1 by Standard & Poor’s or Fitch or P-1 by Moody’s at the time of acquisition and having a remaining term of 12 months or less from the date of acquisition;

(e)                           any investment in a money market fund or enhanced yield fund (i) whose aggregate assets exceed £250 million and (ii) at least 90% of whose assets constitute Cash Equivalent Investments of the type described in paragraphs (a) to (d) of this definition;

(f)                             sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank; or

(g)                          any other debt security approved by the Instructing Group,

in each case, denominated in Sterling (or any other currency freely convertible into Sterling) and to which any member of the Bank Group is alone (or together with other members of the Bank Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Bank Group or subject to any security (other than Security arising under the Security Documents).

“Centre of Main Interests” has the meaning given to such term in Article 3(1) of Council Regulation (EC) NO 1346/2000 of 29 May 2000 on Insolvency Proceedings.

“Change in Tax Law” means the introduction, implementation, repeal, withdrawal or change in, or in the interpretation, administration or application of any Law relating to taxation (a) in the case of a participation in an Advance by a Lender named in Part 1 of Schedule 1 (Lenders and Commitments) after the Original Execution Date, or (b) in the case of a participation in an Advance by any other Lender, after the date upon which such Lender becomes a party to this Agreement in accordance with the provisions of Clause 37 (Assignments and Transfers).

“Change of Control” means the occurrence of any of the following events:

(a)                           any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this paragraph (a) such person or group shall be deemed to have “beneficial ownership” of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Ultimate Parent (for the purposes of this paragraph (a), such person shall be deemed to beneficially own any Voting Stock of an entity held by any other entity (the “parent entity”), if such other person is the beneficial owner (as defined in this paragraph (a)), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such parent entity);

(b)                          during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Ultimate Parent (together with any new directors whose election to such board of directors or whose nomination for election by the stockholders of the Ultimate Parent was approved by a vote of a majority of the directors of the Ultimate Parent then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Ultimate Parent then in office;

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(c)                           the adoption of a plan relating to the liquidation or dissolution of the Ultimate Parent or the Company;

(d)                          the merger or consolidation of the Ultimate Parent or any other Virgin Media Holding Company with or into another person (other than the Ultimate Parent, any other Virgin Media Holding Company, the Company or any other wholly-owned Subsidiary of the Ultimate Parent) or the merger of another person (other than the Ultimate Parent, any Virgin Media Holding Company, the Company or any other wholly-owned Subsidiary of the Ultimate Parent) with or into the Ultimate Parent any other Virgin Media Holding Company or the sale of all or substantially all the assets of the Ultimate Parent, any other Virgin Media Holding Company, the Company or Intermediate Holdco to another person (other than the Ultimate Parent, any other Virgin Media Holding Company, the Company or any other wholly-owned Subsidiary of the Ultimate Parent), and, in the case of any such merger or consolidation, the securities of the Ultimate Parent or any other Virgin Media Holding Company that are outstanding immediately prior to such transaction are changed into or exchanged for cash, securities or other assets, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving person or transferee;

(e)                           any change of control (howsoever defined) occurs under the indenture governing any High Yield Notes or any Senior Secured Notes and the holders of any notes thereunder have a right to cause the issuer to repurchase their notes as a result of such event;

(f)                             any of the Borrowers, the Parent, Virgin Media Secured Finance PLC or Intermediate Holdco, and in each case their successor, ceases to be a direct or indirect wholly-owned Subsidiary of the Ultimate Parent (other than as a result of a Solvent Liquidation of such person pursuant to Clause 25.18 (Internal Reorganisations));

(g)                          Intermediate Holdco ceases to be a direct wholly-owned Subsidiary of the Company; or

(h)                          any Material Subsidiary (other than Intermediate Holdco and the Company) ceases to be a wholly-owned Subsidiary (directly or indirectly) of Intermediate Holdco.

Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if a Virgin Media Holding Company that is not then a Subsidiary of the Ultimate Parent becomes the ultimate parent of the Company and, if such Virgin Media Holding Company had been the Ultimate Parent, no Change of Control would have otherwise occurred; provided, however, that such Virgin Media Holding Company is or becomes an Obligor.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.  Section references to the Code are to the Code, as in effect at the Original Execution Date and any subsequent provisions of the Code, amendatory of it, supplemental to it or substituted therefor.

“Commitment” means:

(a)                           when designated “A Facility” save as otherwise provided in this Agreement:

(i)                              in relation to an Original Lender, the amount set opposite its name in the relevant column of Part 1 of Schedule 1 (Lenders and Commitments) and any amount of any other A Facility Commitment transferred to it under this

15

Agreement or the amount assumed by it in accordance with Clause 2.2 (Increase); and

(ii)                           in relation to any other Lender, as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement and any amount of any other A Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase);

(b)                          when designated “Additional Facility” in relation to a Lender and an Additional Facility at any time and save as otherwise provided in this Agreement,

(i)                              the amount set opposite its name in the Additional Facility Accession Deed in relation to that Additional Facility and the amount of any other Additional Facility Commitment in relation to that Additional Facility transferred to it under this Agreement;

(ii)                           as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement; or

(iii)                        the amount assumed by it in accordance with Clause 2.2 (Increase);

(c)                           when designated “B Facility” in relation to a Lender and a B Facility at any time and save as otherwise provided in this Agreement:

(i)                              the amount set opposite its name in the B Facility Accession Deed in relation to that B Facility and the amount of any other B Facility Commitment in relation to that B Facility transferred to it under this Agreement;

(ii)                           as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement; or

(iii)                        the amount assumed by it in accordance with Clause 2.2 (Increase);

(d)                          when designated “Revolving Facility” save as otherwise provided in this Agreement,

(i)                              in relation to an Original Lender, the amount set opposite its name in the relevant column of Part 1 of Schedule 1 (Lenders and Commitments) and any amount of any other Revolving Facility Commitment transferred to it under this Agreement or the amount assumed by it in accordance with Clause 2.2 (Increase); and

(ii)                           in relation to any other Lender, as specified in the Transfer Deed pursuant to which such Lender becomes a party to this Agreement and any amount of any other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase);

in each case to the extent:

(i)                              not cancelled, reduced or transferred by it under this Agreement;

(ii)                           not deemed to be zero pursuant to Clause 38 (Debt Purchase Transactions); and

(iii)                        without any such designation, means “A Facility Commitment”, “Additional Facility Commitment”, “B Facility Commitment” and “Revolving Facility Commitment” as the context requires, and any “Commitment” means either each or any of the foregoing, as the context requires.

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“Company” means:

(a)                           VMIH; or

(b)                          following a solvent liquidation of VMIH, pursuant to the provisions of Clause 25.18 (Internal Reorganisations), NTL Finance Limited.

“Company Materials” has the meaning given to such term in Clause 41.4(b) (Public Information).

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or such other similar form as the Facility Agent shall agree with the Company.

“Confirmation Date” has the meaning given to such term in Clause 17.2(d) (Lender Tax Status).

“Consolidated Debt Service” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Consolidated Net Debt” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Consolidated Net Income” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Consolidated Operating Cashflow” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Consolidated Senior Debt” means, at any time (without double counting) the aggregate principal or capital amounts (including any Interest capitalised as principal) of Financial Indebtedness (as would be set forth on the balance sheet of the Group in accordance with GAAP) (i) of any member of the Bank Group which is secured on a pari passu basis with the Facilities pursuant to the terms of the Group Intercreditor Agreement or has second or other ranking security to the Security granted for the benefit of the Facilities (including, without limitation, Financial Indebtedness arising under or pursuant to the Relevant Finance Documents), (ii) of any member of the Bank Group arising under any finance or capital leases incurred in reliance on the basket provided for under Clause 25.4(j) (Financial Indebtedness) and (iii) of any member of the Bank Group excluding the Company and Intermediate Holdco (regardless of whether any such Financial Indebtedness is secured or not but excluding any Financial Indebtedness owed to any member of the Group under Clause 25.4(i) (Financial Indebtedness)), but excluding any Hedging Agreements that cover risks relating to Financial Indebtedness not included in this definition.

“Consolidated Senior Net Debt” means, at any time, the Consolidated Senior Debt at such time less Cash, subject to a maximum aggregate Cash deduction of £200 million (or its equivalent in other currencies).

“Consolidated Total Debt” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Consolidated Total Net Cash Interest Payable” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Content” means any rights to broadcast, transmit, distribute or otherwise make available for viewing, exhibition or reception (whether in analogue or digital format and whether as a channel or an Internet service, a teletext-type service, an interactive service, or an enhanced

17

television service or any part of any of the foregoing, or on a pay-per-view basis, or near video-on-demand, or video-on-demand basis or otherwise) any one or more of audio and/or visual images, audio content, or interactive content (including hyperlinks, re-purposed web-site content, database content plus associated templates, formatting information and other data including any interactive applications or functionality), text, data, graphics, or other content, by means of any means of distribution, transmission or delivery system or technology (whether now known or herein after invented).

“Content Transaction” means any sale, transfer, demerger, contribution, spin-off or distribution of, any creation or participation in any joint venture and/or entering into any other transaction or taking any action with respect to, in each case, any assets, undertakings and/or businesses of the Group which comprise all or part of the Content business of the Group, to or with any other entity or person whether or not within the Group or Bank Group.

“Contribution Notice” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions ▇▇▇ ▇▇▇▇.

“Conversion Notice” has the meaning given to such term in paragraph (a) of Clause 6.1 (Utilisation of Ancillary Facilities).

“Convertible Senior Notes” means the 6.50% convertible senior notes due 2016 issued by the Ultimate Parent.

“Cost” means the cost estimated in good faith by the relevant member of the Bank Group to have been incurred or to be received by that member of the Bank Group in the provision or receipt of the relevant service, facility or arrangement, including, without limitation, a proportion of any material employment, property, information technology, administration, utilities, transport and materials or other costs incurred or received in the provision or receipt of such service, facility or arrangement, but excluding costs which are either not material or not directly attributable to the provision or receipt of the relevant service, facility or arrangement.

“CTA” means the Corporation Tax ▇▇▇ ▇▇▇▇.

“Current Assets” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Current Liabilities” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Debt Purchase Transaction” means, in relation to a Person, a transaction where such Person:

(a)                           purchases by way of assignment or transfer;

(b)                          enters into any sub-participation in respect of; or

(c)                           enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

“Default” means an Event of Default or any event or circumstance which (with the expiry of a grace period, the giving of notice, the making of any determination under any of the Relevant Finance Documents or any combination of any of the foregoing) would be an Event of Default provided that in relation to any event which is subject to a materiality threshold or condition before such event would constitute an Event of Default, such default shall not constitute a Default until such materiality threshold or condition has been satisfied.

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“Defaulting Lender” means any Lender (other than a Lender which is or becomes a member of the Group):

(a)                           which has failed to make its participation in an Advance available or has notified the Facility Agent that it will not make its participation in an Advance available by the Utilisation Date of that Advance in accordance with Clause 4.2 (Lenders’ Participation) or has failed to provide cash collateral (or has notified an L/C Bank that it will not provide cash collateral) in accordance with Clause 5.8 (Cash Collateral by Non-Acceptable L/C Lender);

(b)                          which has otherwise rescinded or repudiated a Relevant Finance Document; or

(c)                           with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)                              its failure to pay is caused by:

(A)                       administrative or technical error; or

(B)                         a Disruption Event; and

payment is made within two Business Days of its due date; or

(ii)                           the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Designated Gross Amount” has the meaning given to such term in Clause 6.1(b) (Utilisation of Ancillary Facilities).

“Designated Net Amount” has the meaning given to such term in Clause 6.1(b) (Utilisation of Ancillary Facilities).

“Designated Website” has the meaning given to such term in Clause 41.3(a) (Use of Websites/E-mail).

“Disposal” means any sale, transfer, lease, surrender or other disposal by any member of the Bank Group of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than in the ordinary course of business or trade.

“Disputes” has the meaning given to such term in Clause 48.1 (Courts).

“Disruption Event” means either or both of:

(a)                           a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Relevant Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the parties to this Agreement; or

(b)                          the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Relevant Finance Party to this Agreement preventing that, or any other Relevant Finance Party:

(i)                              from performing its payment obligations under the Relevant Finance Documents; or

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(ii)         from communicating with other parties in accordance with the terms of the Relevant Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the party whose operations are disrupted.

“Documentary Credit” means a letter of credit, bank guarantee, indemnity, performance bond or other documentary credit issued or to be issued by an L/C Bank pursuant to Clause 4.1 (Conditions to Utilisation).

“Dormant Subsidiary” means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it) which in aggregate have a value of more than £10,000 (excluding loans existing on the Original Execution Date owed to it by members of the Bank Group) or its equivalent in other currencies.

“Double Taxation Treaty” means in relation to a payment of interest on an Advance made to any Borrower, any convention or agreement between the government of such Borrower’s Relevant Tax Jurisdiction and any other government for the avoidance of double taxation with respect to taxes on income and capital gains which makes provision for exemption from tax imposed by such Borrower’s Relevant Tax Jurisdiction on interest.

“Effective Date” has the meaning given to such term in paragraph (a) of Clause 6.1 (Utilisation of Ancillary Facilities).

“Encumbrance” means:

(a)         a mortgage, charge, pledge, lien, assignation in security, standard security, encumbrance or other security interest securing any obligation of any person;

(b)         any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect payment of sums owed or payable to any person; or

(c)         any other type of agreement or preferential arrangement (including title transfer and retention arrangements) having a similar effect.

“Environment” means living organisms including the ecological systems of which they form part and the following media:

(a)         air (including air within natural or man-made structures, whether above or below ground);

(b)         water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)         land (including land under water).

“Environmental Claim” means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, notice of non-compliance or violation, investigation, proceeding, consent order or consent agreement relating to any Environmental Law or Environmental Licence.

“Environmental Law” means all laws and regulations of any relevant jurisdiction which:

(a)         have as a purpose or effect the protection of, and/or prevention of harm or damage to, the Environment;

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(b)         provide remedies or compensation for harm or damage to the Environment; or

(c)         relate to Hazardous Substances or health or safety matters.

“Environmental Licence” means any Authorisations required at any time under Environmental Law.

“Equity Cure Right” has the meaning given to such term in Clause 23.3(a) (Equity Cure Right).

“Equity Equivalent Funding” means a loan made to, or any Financial Indebtedness owed by, any person where the Financial Indebtedness incurred thereby:

(a)         may not be repaid at any time prior to the repayment in full of all Outstandings and cancellation of all Available Commitments;

(b)         carries no interest or carries interest which is payable only on non-cash pay terms or following repayment in full of all Outstandings and cancellation of all Available Commitments;

(c)         is either (i) structurally and contractually subordinated to the Facilities or (ii) contractually subordinated to the Facilities, in each case, pursuant to the HYD Intercreditor Agreement and/or the Group Intercreditor Agreement; and

(d)         if not already subject to Security created under the Original Security Documents, Security in favour of the Security Trustee on terms satisfactory to the Security Trustee is promptly granted by the relevant creditor over its rights with respect to any such Financial Indebtedness.

“Equity Proceeds” means the cash proceeds raised by any member of the Group by way of equity securities offerings in the international or domestic public equity capital markets (after deducting all reasonable fees, commissions, costs and expenses incurred by any member of the Group in connection with such raising) but shall not include the cash proceeds of any offering of convertible notes or other equity-like or equity-linked instruments (including upon conversion or exchange thereunder).

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued under it.  Section references to ERISA are to ERISA as in effect on the Original Execution Date.

“ERISA Affiliate” means, in relation to a member of the Bank Group, each person (as defined in section 3(9) of ERISA) which together with that member of the Bank Group would be deemed to be a “single employer” within the meaning of section 414(b), (c), (m) or (o) of the Code.

“EURIBOR” means, in relation to any amount to be advanced to or owed by an Obligor under this Agreement in euro on which interest for a given period is to accrue:

(a)         the rate per annum for deposits in euro which appears on the Relevant Page for such period at or about 11.00 am (Brussels time) on the Quotation Date for such period; or

(b)         if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Relevant Page”, the arithmetic mean (rounded upwards, if not already such a multiple, to 4 decimal places) of the rates (as notified to the Facility Agent) at which each of the Reference Banks was offering to prime banks in the European Interbank

21

Market deposits in euro for such period at or about 11.00 am (Brussels time) on the Quotation Date for such period.

“European Interbank Market” means the interbank market for euro operating in Participating Member States.

“Event of Default” means any of the events or circumstances described as such in Clause 27 (Events of Default).

“Excess Capacity Network Service” means the provision of network services, or agreement to provide network services, by a member of the Bank Group in favour of one or more other members of the Group where such network services are only provided in respect of the capacity available to such member of the Bank Group in excess of that network capacity it requires to continue to provide current services to its existing and projected future customers and to allow it to provide further services to both its existing and projected future customers.

“Excess Cash Flow” means in relation to any financial year of the Company, Bank Group Cash Flow less (a) Consolidated Debt Service for such financial year, (b) the aggregate amount of all payments or prepayments of principal, whether voluntary or mandatory, of Consolidated Total Debt made in such financial year, (c) proceeds from disposals permitted by Clause 25.6(j) (Disposals) received during such financial year and (d) proceeds from any Content Transaction or any Business Division Transaction received during such financial year, provided that no such amounts prepaid and used in the calculation under paragraph (b) shall be available for reborrowing and, provided further that for the purposes of such calculation, no amount shall be included or excluded more than once.

“Exchange Act” means the US Securities Exchange Act of 1934, as amended.

“Excluded Group” means each member of the Group which is not a member of the Bank Group.

“Excluded Group Operating Cashflow” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Existing Encumbrance” means any Encumbrance existing as at the Original Execution Date, details of which are set out in Part 1 of Schedule 10 (Existing Encumbrances).

“Existing Financial Indebtedness” means the Financial Indebtedness existing as at the Original Execution Date, details of which are set out in Part 3 of Schedule 10 (Existing Financial Indebtedness).

“Existing Hedging Agreements” means the hedging agreements with the Hedge Counterparties existing as at the Original Execution Date, details of which are set out in Part 6 of Schedule 10 (Existing Hedge Counterparties).

“Existing High Yield Notes” means the 2014 High Yield Notes, the 2016 High Yield Notes, the 8.375% dollar denominated senior notes due 2019 and the 8.875% sterling denominated senior notes due 2019, in each case, issued by the Parent.

“Existing Loans” means the loans granted by members of the Bank Group existing as at the Original Execution Date, details of which are set out in Part 2 of Schedule 10 (Existing Loans).

“Existing Performance Bonds” means each of the performance bonds or similar obligations issued by members of the Bank Group existing as at the Original Execution Date, details of which are set out in Part 4 of Schedule 10 (Existing Performance Bonds).

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“Existing Senior Credit Facilities Agreement” means that certain senior credit facilities agreement dated 3 March 2006 and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Telewest Communications Networks Limited and VMIH Sub Limited as UK Borrowers, Virgin Media Dover LLC as US Borrower, Deutsche Bank AG, London Branch, ▇.▇. ▇▇▇▇▇▇ Plc, The Royal Bank of Scotland Plc and ▇▇▇▇▇▇▇ Sachs International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee, GE Corporate Banking Europe SAS as Administrative Agent and the financial and other institutions named in it as Lenders.

“Existing Senior Secured Notes” means the 6.50% dollar denominated senior secured notes due 2018 and the 7.00% sterling denominated senior secured notes due 2018, in each case, issued by Virgin Media Secured Finance PLC.

“Existing UKTV Group Loan Stock” means the loan stock and redeemable preference shares issued by members of the UKTV Group, details of which are set out in Part 5 of Schedule 10 (Existing UKTV Group Loan Stock).

“Existing Vendor Financing Arrangements” means each of the existing finance leases and vendor financing arrangements existing as at the date of the Agreement, details of which are set out in Part 7 of Schedule 10 (Existing Vendor Financing Arrangements).

“Expiry Date” means, in relation to any Documentary Credit granted under this Agreement, the date stated in it to be its expiry date or the latest date on which demand may be made under it being a date falling on or prior to the Final Maturity Date in respect of the Revolving Facility.

“Facilities” means the A Facility, any Additional Facility, any B Facility, the Revolving Facility, any Ancillary Facility and any Documentary Credit granted to the Borrowers under this Agreement, and “Facility” means any of them, as the context may require.

“Facility Agent’s Spot Rate of Exchange” means, in relation to two currencies, the Facility Agent’s spot rate of exchange for the purchase of the first-mentioned currency with the second-mentioned currency in the London foreign exchange market at or about 11 a.m. on a particular day.

“Facility Office” means the office notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender or, following that date, (i) by not less than 5 Business Days written notice as the office through which it will perform its obligations under this Agreement where the office is situated in Financial Action Task Force countries, or (ii) with the prior written consent of the Facility Agent, an office through which it will perform its obligations under this Agreement situated in non-Financial Action Task Force countries.

“Fee Letters” means the A Facility Fee Letter, any B Facility Fee Letter and the other fee letters referred to in Clauses 16.2 (Arrangement and Underwriting Fee), 16.3 (Agency Fee) and 16.5 (L/C Bank Fee).

“Final Maturity Date” means:

(a)         in respect of the Revolving Facility, 30 June 2015;

(b)         in respect of an Additional Facility, as agreed by the Company and the relevant Additional Facility Lenders in the relevant Additional Facility Accession Deed, but subject to Clause 2.5 (Additional Facility);

(c)         in respect of the A Facility, 30 June 2015; and

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(d)         in respect of a B Facility, the date set out in the relevant B Facility Accession Deed, which shall be no earlier than 31 December 2015.

“Finance Documents” means:

(a)         any Relevant Finance Document;

(b)         any Senior Secured Notes Documents; and

(c)         any other agreement or document designated a “Finance Document” in writing by the Facility Agent and the Company.

“Finance Lease” means a lease treated as a capital or finance lease pursuant to GAAP.

“Finance Parties” means the Facility Agent, the Arrangers, the Bookrunners, the Security Trustee, the Lenders and each Hedge Counterparty, the holders of any Senior Secured Notes and the trustees and/or other agents in respect of any Senior Secured Notes and “Finance Party” means any of them.

“Financial Action Task Force” means the Financial Action Task Force on Money Laundering, an inter-governmental body, the purpose of which is the development and promotion of policies, at both national and international levels, to combat money laundering.

“Financial Indebtedness” means, without double counting, any Indebtedness for or in respect of:

(a)         moneys borrowed;

(b)         any amount raised by acceptance under any acceptance credit facility;

(c)         any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument (but not, in any case, Trade Instruments) (for the avoidance of doubt excluding any loan notes or similar instruments issued solely by way of consideration for the acquisition of assets in order to defer capital gains or equivalent taxes where such loan notes or similar instruments are not issued for the purpose of raising finance);

(d)         the principal portion of any liability in respect of any Finance Lease;

(e)         receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)          the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred for a period in excess of 150 days in order to raise finance or to finance the acquisition of those assets or services;

(g)         any amount raised under any other transaction (including any forward sale or purchase agreement) required to be accounted for as indebtedness in accordance with GAAP;

(h)         any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account, provided that for the purposes of Clause 27.5 (Cross Default), only the net amount not paid or which is payable by the relevant member of the Group shall be included);

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(i)          any amount raised pursuant to any issue of shares which are expressed to be redeemable (other than at the option of the issuer) in cash (other than redeemable shares in respect of which the redemption is prohibited until after repayment in full of all Outstandings under the Facilities);

(j)          any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument (but not, in any case, Trade Instruments) issued by a bank or financial or other institution; or

(k)         the amount of any liability in respect of any guarantee or indemnity for the Financial Indebtedness of another person referred to in paragraphs (a) to (j) above.

“Financial Officer” means the Chief Financial Officer, the Deputy Chief Financial Officer, the Assistant Treasurer, the Controller or the Group Treasurer, in each case, of the Company or of the Group, or any similar officer of the Company or of the Group.

“Financial Quarter” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Financial Support Direction” means a financial support direction issued by the Pensions Regulator under Section 43 of the Pensions ▇▇▇ ▇▇▇▇.

“Fitch” means Fitch Ratings or any successor thereof.

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States by any member of the Group for the benefit of employees of any member of the Group residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Funded Excluded Subsidiary” means, in respect of a Funding Passthrough, a Bank Group Excluded Subsidiary or any person in which a member of the Bank Group owns an interest but which is not a member of the Bank Group which:

(a)         indirectly receives funding from a Bank Holdco; and/or

(b)         by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by it, directly or indirectly, makes a payment to a Bank Holdco.

“Funding Passthrough” means a series of transactions between a Bank Holdco, one or more members of the Bank Group and a Funded Excluded Subsidiary where:

(a)         in the case of funding being provided by a Bank Holdco to the Funded Excluded Subsidiary, that funding is:

(i)          first made available by the Bank Holdco to (in the case of the Parent) the Company or, one of its Subsidiaries (other than in the case of Virgin Media Communications, the Parent or any of its Subsidiaries) by way of the subscription for new securities, capital contribution or Subordinated Funding;

(ii)         secondly (if relevant) made available by the recipient of the Funding Passthrough under (i) above, to a member of the Bank Group (other than the Company) which may be followed by one or more transactions between

25

members of the Bank Group (other than the Company) and finally made available by a member of the Bank Group (other than the Company) to the Funded Excluded Subsidiary in all such cases by way of either the subscription for new securities, the advancing of loans or capital contribution; or

(b)         in the case of a payment to be made by the Funded Excluded Subsidiary to a Bank Holdco that payment is:

(i)          first made by the Funded Excluded Subsidiary to a member of the Bank Group, and thereafter is made between members of the Bank Group (as relevant), by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by such Funded Excluded Subsidiary or relevant member of the Bank Group; and

(ii)         finally made by the Company to the Parent or by one of the Subsidiaries of Virgin Media Communications (other than the Parent or any of its Subsidiaries) to Virgin Media Communications by way of dividend or other distribution, loan or the payment of interest on or the repayment of the principal amount of any loan made by way of Subordinated Funding.

“GAAP” means accounting principles generally accepted in the United States.

“Group” means:

(a)         for the purposes of Clause 22.1 (Financial Statements), Clause 22.3 (Budget) and Clause 23 (Financial Condition) and any other provisions in this Agreement using the terms defined in Clause 23 (Financial Condition):

(i)          the Ultimate Parent and its Subsidiaries from time to time; and

(ii)         NTL South Herts, for so long as a member of the Group is the general partner of South Hertfordshire United Kingdom Fund, Ltd. or if it becomes a wholly-owned Subsidiary of the Group; and

(b)         for all other purposes, the Ultimate Parent and its Subsidiaries from time to time.

“Group Business” means the provision of broadband and communications services, including:

(a)         residential telephone, mobile telephone, cable television and Internet services, including wholesale Internet access solutions to Internet service providers;

(b)         data, voice and Internet services to large businesses, public sector organisations and small and medium sized enterprises;

(c)         national and international communications transport services to communications companies; and

(d)         the provision of Content,

and any related ancillary or complementary business to any of the services described above.

“Group Intercreditor Agreement” means the intercreditor agreement dated 3 March 2006 between, among others, certain of the Obligors, other members of the Group and the Relevant Finance Parties.

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“Group Structure Chart” means the structure chart relating to the Group, which has been delivered to the Facility Agent on or prior to the Original Execution Date or any updated group structure chart which is delivered to the Facility Agent pursuant to Clause 24.14 (Group Structure Chart) from time to time.

“Guarantors” means:

(a)         for the purposes of Clause 29 (Guarantee and Indemnity), the Parent, the Original Guarantors and any Acceding Guarantors; and

(b)         for the purposes of any other provision of the Relevant Finance Documents, the Original Guarantors and any Acceding Guarantors,

and “Guarantor” means any one of them as the context requires, provided that in either case, such person has not been released from its rights and obligations as a Guarantor hereunder pursuant to Clause 44.5 (Release of Guarantees and Security).

“Hazardous Substance” means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment.

“Hedge Counterparty” means any counterparty which is a party to a Hedging Agreement entered into for the purposes of Clause 24.9 (Hedging) and has acceded to the Group Intercreditor Agreement and the HYD Intercreditor Agreement and “Hedge Counterparties” means all such counterparties.

“Hedging Agreement” means any agreement in respect of an interest rate swap, currency swap, forward foreign exchange transaction, cap, floor, collar or option transaction or any other treasury transaction or any combination of it or any other transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“High Yield Notes” means the Existing High Yield Notes, any Additional High Yield Notes and any High Yield Refinancing.

“High Yield Refinancing” means any Financial Indebtedness incurred by the Parent for the purposes of refinancing all or a portion of the Existing High Yield Notes and/or any Additional High Yield Notes and/or any High Yield Refinancing and/or any Senior Secured Notes and/or the Convertible Senior Notes and/or any Financial Indebtedness permitted to be incurred or outstanding pursuant to Clause 25.4 (Financial Indebtedness), in each case, including any Financial Indebtedness incurred for the purpose of the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable under such Financial Indebtedness being refinanced and any reasonable fees, costs and expenses incurred in connection with such refinancing, in respect of which the following terms apply:

(a)         the final maturity date or redemption date of such refinancing occurs on or after the scheduled redemption date in respect of the Financial Indebtedness being refinanced;

(b)         the average life of the High Yield Refinancing is not less than (or, in respect of a refinancing in part, is equal to) the remaining average life of the Financial Indebtedness being refinanced, as at the time of such refinancing;

(c)         the principal amount of any such Financial Indebtedness shall not exceed the principal amount of, and any outstanding interest on, the Financial Indebtedness being refinanced (plus all fees, expenses, commissions, make-whole or other contractual premium payable in connection with such refinancing);

27

(d)         it is unsecured; and

(e)         if such Financial Indebtedness is guaranteed, it is not guaranteed by any member of the Bank Group other than the Company and/or Intermediate Holdco, provided that any such guarantee or guarantees so provided are (i) granted on subordination and release terms substantially the same as the existing guarantees of the Company and Intermediate Holdco in favour of the Existing High Yield Notes and (ii) subject to the terms of the HYD Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement.

“Holding Company” of a company means a company of which the first-mentioned company is a Subsidiary.

“HYD Intercreditor Agreement” means the intercreditor agreement dated 13 April 2004 between certain of the Obligors, the Relevant Finance Parties and the indenture trustee in respect of the Existing High Yield Notes.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Impaired Agent” means the Facility Agent at any time when:

(a)         it has failed to make (or has notified a Relevant Finance Party that it will not make) a payment required to be made by it under the Relevant Finance Documents by the due date for payment;

(b)         the Facility Agent otherwise rescinds or repudiates a Relevant Finance Document;

(c)         (if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)         an Insolvency Event has occurred and is continuing with respect to the Facility Agent,

unless, in the case of paragraph (a) above:

(i)          its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within 3 Business Days of its due date; or

(ii)         the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 13 (Form of Increase Confirmation).

“Increased Cost” means:

(a)         any reduction in the rate of return from a Facility or on a Relevant Finance Party’s (or an Affiliate’s) overall capital;

(b)         any additional or increased cost; or

28

(c)         any reduction of any amount due and payable under any Relevant Finance Document,

which is incurred or suffered by a Relevant Finance Party or any of its Affiliates to the extent that it is attributable to that Relevant Finance Party having agreed to make available its Commitment or having funded or performed its obligations under any Relevant Finance Document.

“Increase Lender” has the meaning set out in Clause 2.2(a)(ii) (Increase).

“Indebtedness” means any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent (including interest and other charges relating to it).

“Information Memorandum” means the information memorandum to be dated on or around the Original Execution Date and approved by the Company concerning the Obligors which, at the request of the Company and on its behalf, has been or will be prepared in relation to the Facilities and the business, assets, financial condition and prospects of the Group and which will be made available by the Mandated Lead Arrangers pursuant to the terms of the B Facility Syndication Letter to selected banks and other institutions for the purpose of syndicating the B Facilities, as supplemented by the reports of the Ultimate Parent publicly filed with the SEC, including without limitation the Annual Report on Form 10-K dated 26 February 2010.

“Insolvency Event” in relation to a Relevant Finance Party means that the Relevant Finance Party:

(a)         is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)         becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)         makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)         institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)         has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)          results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)         is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

29

(f)          has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)         seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h)         has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i)          causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j)          takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Inspecting Party” has the meaning given to such term in Clause 22.6 (Access).

“Instructing Group” means:

(a)         for the purposes of Clause 27.17 (Acceleration):

(i)          before any Utilisation of the Facilities under this Agreement, a Lender or group of Lenders whose Available Commitments amount in aggregate to more than 662/3% of the Available Facilities; and

(ii)         thereafter, a Lender or group of Lenders to whom in aggregate more than 662/3% of the aggregate amount of the Outstandings are (or if there are no Outstandings at such time, immediately prior to their repayment, were then) owed,

in each case, calculated in accordance with the provisions of Clause 44.7 (Calculation of Consent); and

(b)         for all other purposes under this Agreement:

(i)          before any Utilisation of the Facilities under this Agreement, a Lender or group of Lenders whose Available Commitments amount in aggregate to more than 662/3% of the Available Facilities; and

(ii)         thereafter, a Lender or group of Lenders to whom in aggregate more than 662/3% of the aggregate amount of the Outstandings are (or if there are no Outstandings at such time, immediately prior to their repayment, were then) owed,

in each case, calculated in accordance with the provisions of Clause 44.7 (Calculation of Consent), provided that to the extent the terms of an Additional Facility vary from the terms of this Agreement:

(A)        the relevant Lenders under the applicable Additional Facility shall not be entitled to vote on any matters (including on any consent and/or waiver) with respect to any provisions of this Agreement that do not equally apply to such Additional Facility in which case the relevant Additional

30

Facility Commitments and any related Additional Facility Outstandings shall be excluded from the calculation of the requisite percentage under paragraphs (b)(i) and (ii) above;

(B)        the relevant Lenders under the applicable Additional Facility shall be entitled to vote on any matters (including on any consent and/or waiver) with respect to any provisions of this Agreement that equally apply to such Additional Facility in which case the relevant Additional Facility Commitments and any related Additional Facility Outstandings shall be included in the calculation of the requisite percentage under paragraphs (b)(i) and (ii) above; and

(C)        only the relevant Lenders under the applicable Additional Facility shall be entitled to vote on any matters (including any consent and/or waiver) with respect to any provisions that solely apply to such Additional Facility or Additional Facilities in which case only the relevant Commitments and any related Outstandings under such Additional Facility or Additional Facilities shall be included in the calculation of the requisite percentage under paragraphs (b)(i) and (ii) above,

and provided further that, in each case of paragraphs (a) and (b) above, for the purposes of any references in the HYD Intercreditor Agreement to the definition of “Instructing Group” in this Agreement, “Instructing Group” means Instructing Party as defined in the Group Intercreditor Agreement.

“Intellectual Property Rights” means any patent, trade ▇▇▇▇, service ▇▇▇▇, registered design, trade name or copyright or any license to use any of the same.

“Interest” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Interest Coverage Ratio” has the meaning given to such term in paragraph (b) of Clause 23.2 (Ratio).

“Interest Period” means, save as otherwise provided in this Agreement, any of those periods mentioned in Clause 14.1 (Interest Periods for Term Facility Advances).

“Intermediate Holdco” means Virgin Media Investments Limited, a company incorporated in England and Wales under registered number 7108297 and having its registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

“Intra-Group Services” means:

(a)         the sale of programming or other Content by any member(s) of the Group to one or more members of the Bank Group on arms’ length terms;

(b)         the lease or sublease of office space, other premises or equipment on arms’ length terms by one or more members of the Bank Group to one or more members of the Group or by one or more members of the Group to one or more members of the Bank Group;

(c)         the provision or receipt of other services, facilities or other arrangements (in each case not constituting Financial Indebtedness) in the ordinary course of business, by or from one or more members of the Bank Group to or from one or more members of the Group including, without limitation, (i) the employment of personnel, (ii) provision of employee healthcare or other benefits, (iii) acting as agent to buy equipment, other assets or services or to trade with residential or business customers, and (iv) the

31

provision of audit, accounting, banking, IT, telephony, office, administrative, compliance, payroll or other similar services provided that the consideration for the provision thereof is, in the reasonable opinion of the Company, no less than Cost; and

(d)         the extension, in the ordinary course of business and on terms no less favourable to the relevant member of the Bank Group than arms’ length terms, by or to any member of the Bank Group to or by any such member of the Group of trade credit not constituting Financial Indebtedness in relation to the provision or receipt of Intra-Group Services referred to in paragraphs (a), (b) or (c) above.

“ISDA” means the International Swaps & Derivatives Association, Inc.

“ITA” means the Income Tax ▇▇▇ ▇▇▇▇.

“Joint Venture” means any joint venture, partnership or similar arrangement between any member of the Bank Group and any other person that is not a member of the Bank Group.

“Joint Venture Group” means any Joint Venture and its subsidiaries from time to time, including the UKTV Group.

“Law” means:

(a)         common or customary law;

(b)         any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction; and

(c)         any directive, regulation, practice, requirement which has the force of law and which is issued by any governmental body, agency or department or any central bank or other fiscal, monetary, regulatory, self-regulatory or other authority or agency.

“L/C Bank” means the Original L/C Bank and any other Lender which has been appointed as an L/C Bank in accordance with Clause 5.11 (Appointment and Change of L/C Bank) and which has not resigned in accordance with paragraph (c) of Clause 5.11 (Appointment and Change of L/C Bank).

“L/C Bank Accession Certificate” means a duly completed accession certificate in the form set out in Schedule 11 (Form of L/C Bank Accession Certificate).

“L/C Lender” has the meaning set out in Clause 5.1(b) (Issue of Documentary Credits).

“L/C Proportion” means, in relation to a Lender in respect of any Documentary Credit and save as otherwise provided in this Agreement, the proportion (expressed as a percentage) borne by such Lender’s Available Revolving Facility Commitment to the Available Revolving Facility immediately prior to the issue of such Documentary Credit.

“Legal Opinions” means any of the legal opinions referred to in paragraph 9 of Part 1 of Schedule 3 (Conditions Precedent to First Utilisation) and paragraph 2 of Part 4 of Schedule 5 (Accession Documents) delivered pursuant to Clause 3.1 (Conditions Precedent) and Clause 26 (Acceding Group Companies), respectively.

“Lender” means:

(a)         an Original Lender;

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(b)         a person (including each L/C Bank and each Ancillary Facility Lender) which has become a party to this Agreement as a Lender in accordance with the provisions of Clause 37 (Assignments and Transfers);

(c)         a person which has become a party to this Agreement as a Lender by executing a B Facility Accession Deed; or

(d)         a person which has become a party to this Agreement as a Lender by executing an Additional Facility Accession Deed,

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

“Leverage Ratio” has the meaning given to such term in paragraph (a) of Clause 23.2 (Ratios).

“LIBOR” means, in relation to any amount to be advanced to or owed by an Obligor under this Agreement in a currency (other than euro) on which interest for a given period is to accrue:

(a)         the rate per annum which appears on the Relevant Page for such period at or about 11.00 a.m. on the Quotation Date for such period; or

(b)         if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Relevant Page”, the arithmetic mean (rounded upwards, if not already such a multiple, to the nearest 4 decimal places) of the rates (as notified to the Facility Agent) at which each of the Reference Banks was offering to prime banks in the London interbank market deposits in the relevant currency for such period at or about 11.00 am on the Quotation Date for such period.

“Liquidation Transfer” has the meaning given to such term in Clause 25.18(a) (Internal Reorganisations).

“Major Event of Default” means an Event of Default arising under any of the following provisions:

(a)         Clause 27.1 (Non-Payment);

(b)         Clause 27.2 (Covenants);

(c)         Clause 27.5 (Cross Default);

(d)         Clause 27.6 (Insolvency);

(e)         Clause 27.7 (Winding-up);

(f)          Clause 27.8 (Execution or Distress);

(g)         Clause 27.9 (Similar Events);

(h)         Clause 27.10 (Repudiation);

(i)          Clause 27.11 (Illegality);

(j)          Clause 27.12 (Intercreditor Default); and

33

(k)         Clause 27.14 (Material Adverse Effect).

“Mandatory Cost” means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 7 (Mandatory Cost Formula).

“Margin Stock” shall have the meaning provided in Regulation U.

“Marketable Securities” means any security which is listed on any publicly recognised stock exchange and which has, or is issued by a company which has, a capitalisation of not less than £1 billion (or its equivalent in other currencies) as at the time such Marketable Securities are acquired by any member of the Bank Group by way of consideration for any disposal permitted under Clause 25.6 (Disposals).

“Market Disruption Event” has the meaning given to such term in clause 15.2(c) (Market Disruption).

“Material Adverse Effect” means a material adverse change in:

(a)         the financial condition, assets or business of the Obligors (taken as a whole); or

(b)         the ability of any Obligor to perform and comply with its payment or other material obligations under any Relevant Finance Document (taking into account the resources available to such Obligor from any other member of the Bank Group).

“Material Subsidiary” means, at any time, a member of the Bank Group whose contribution to Consolidated Operating Cashflow (on a consolidated basis if it has Subsidiaries) represents at least 5% of the Consolidated Operating Cashflow calculated by reference to the most recent financial statements of the Bank Group delivered pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements).

“Maturing Advance” has the meaning given to such term in Clause 8.2 (Rollover Advances).

“Merged Entity” has the meaning given to such term in Clause 25.8(e) (Mergers).

“Moody’s” means ▇▇▇▇▇’▇ Investor Services, Inc. or any successor thereof.

“Multiemployer Plan” shall mean any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) any member of the Group or an ERISA Affiliate, and each such plan for the five year period immediately following the latest date on which any member of the Group or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

“Necessary Authorisations” means all Authorisations (including Environmental Licences and any Authorisations issued pursuant to or any deemed Authorisations under any Statutory Requirements) of any person including any government or other regulatory authority required by applicable Law to enable it to:

(a)         lawfully enter into and perform its obligations under the Relevant Finance Documents to which it is party;

(b)         ensure the legality, validity, enforceability or admissibility in evidence in England and, if different, its jurisdiction of incorporation or establishment, of such Relevant Finance Documents to which it is party; and

(c)         carry on its business from time to time.

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“Net Proceeds” means:

(a)         any cash proceeds received by any member of the Bank Group (including, when received, any cash proceeds received by way of deferred instalment of purchase price or from the sale of Cash Equivalent Investments or Marketable Securities acquired by any member of the Bank Group in consideration for any Disposal as contemplated under Clause 25.6 (Disposals) but excluding any repayment of any loan or Financial Indebtedness in connection therewith) from any Disposal after deducting:

(i)          all taxes paid or reasonably estimated by such member of the Bank Group to be payable by any member of the Bank Group as a result of that Disposal;

(ii)         all reasonable fees, commissions, costs and expenses incurred by such member of the Bank Group in arranging or effecting that Disposal, including, without limitation, any amount required to be paid by any member of the Bank Group to any proprietor of any intellectual property rights (not being a member of the Bank Group) (including intellectual property licences) related to the assets disposed of where such payment is on arms’ length terms and is required to enable such intellectual property rights to be transferred with such assets to the extent necessary to facilitate the applicable Disposal and any related redundancy, relocation and restructuring costs (as evidenced in reasonable detail to the Facility Agent on request);

(iii)        in the case of a Disposal effected by a member of the Bank Group other than a Borrower, such provision as is reasonable for all costs and taxes (after taking into account all available credits, deductions and allowances) incurred by the Bank Group to a person other than a member of the Bank Group and fairly attributable to up streaming the cash proceeds to a Borrower or making any distribution in connection with such proceeds to enable them to reach a Borrower;

(iv)        any cash proceeds which are to be applied towards discharging any Encumbrance over such asset;

(v)         in the case of a Disposal of a non-wholly-owned Subsidiary or Joint Venture, to the extent received by any member of the Bank Group, any cash proceeds attributable to any interest in such Subsidiary or Joint Venture owned by any person other than a member of the Bank Group;

(vi)        any amounts reserved for any possible warranty or indemnity claim in relation to any Disposal provided that such amounts shall be added back to Net Proceeds once any such reserve is reversed; and

(b)         the cash proceeds received by any member of the Bank Group of any claim for loss or destruction of or damage to the property of a member of the Bank Group under any insurance policy after deducting any such proceeds relating to the third party or public liability claims which are applied towards meeting such claims (and, for the avoidance of doubt, excluding any proceeds received for any claim under any business interruption or similar insurance) and any reasonable costs incurred in recovering the same.

“New Equity” means a subscription for capital stock of the Ultimate Parent or any other form of equity contribution to the Ultimate Parent, in each case, where such subscription or contribution does not result in a Change of Control.

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“New Lender” has the meaning given to such term in Clause 37.5 (Assignments or Transfers by Lenders).

“Non-Acceptable L/C Lender” means a Lender under the Revolving Facility which the Facility Agent has determined:

(a)         is not an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” (other than a Lender which each L/C Bank has agreed is acceptable to it notwithstanding that fact or an Original Lender); or

(b)         is a Defaulting Lender; or

(c)         has failed to make (or has notified the Facility Agent that it will not make) a payment to be made by it under Clause 29.2 (Indemnity) or Clause 30.10 (Lender’s Indemnity) or any other payment to be made by it under the Relevant Finance Documents to or for the account of any other Relevant Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at (i) — (ii) of the definition of Defaulting Lender.

“Non-Consenting Lender” is a Lender which does not agree to a consent to an amendment to, or a waiver of, any provision of the Relevant Finance Documents where:

(a)         the Company or the Facility Agent has requested the Lenders to consent to an amendment to, or waiver, of any provision of the Relevant Finance Documents;

(b)         the consent or amendment in question requires the agreement of the Lenders affected thereby pursuant to Clause 44.2 (Consents) (and such Lender is one of the Lenders affected thereby);

(c)         Lenders representing not less than 80% of the Commitments or Outstandings, as the case may be, of the Lenders affected thereby have agreed to such consent or amendment; and

(d)         the Company has notified the Lender it will treat it as a Non-Consenting Lender.

“Non-Funding Lender” is either:

(a)         a Lender which fails to comply with its obligation to participate in any Advance where:

(i)          all conditions to the relevant Utilisation (including without limitation, delivery of a Utilisation Request) have been satisfied or waived by an Instructing Group in accordance with the terms of this Agreement;

(ii)         Lenders representing not less than 80% of the relevant Commitments have agreed to comply with their obligations to participate in such Advance; and

(iii)        the Company has notified the Lender that it will treat it as a Non-Funding Lender;

(b)         a Lender which has given notice to a Borrower or the Facility Agent that it will not make, or it has disaffirmed or repudiated any obligation to participate in, an Advance; or

(c)         a Defaulting Lender.

“Non-Bank Group Member” has the meaning given to such term in Clause 24.12(f) (Further Assurance).

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“Notifiable Debt Purchase Transaction” has the meaning given to such term in Clause 38  (Debt Purchase Transactions).

“NTL South Herts” means NTL (South Hertfordshire) Limited, a company incorporated in England and Wales with registered number 2401044.

“Obligors” means the Borrowers and the Guarantors and “Obligor” means any of them.

“Obligors’ Agent” means the Company in its capacity as agent for the Parent and the Obligors pursuant to Clause 30.17 (Obligors’ Agent).

“Optional Currency” means, in relation to any Advance, any currency other than euro, Dollars and Sterling which:

(a)         is readily available to banks in the London interbank market, and is freely convertible into Sterling on the Quotation Date and the Utilisation Date for the relevant Advance; and

(b)         has been approved by the Facility Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Facility Agent of the relevant Utilisation Request.

“Original Borrower” means each of the Company, Virgin Media Limited, VM Wholesale, UK Newco and VMIH Sub

“Original Company” has the meaning given to such term in Clause 25.13(k) (Acquisitions and Investments).

“Original Entity” has the meaning given to such term in Clause 25.8(e) (Mergers).

“Original Execution Date” means 16 March 2010.

“Original Financial Statements” means the audited consolidated financial statements of the Ultimate Parent for the financial year ended 31 December 2009.

“Original Guarantor” means each of the companies and partnerships listed in Part 1 of Schedule 2 (The Original Guarantors) which are signatories to this Agreement on the Original Execution Date or which will accede to this Agreement on or prior to the first Utilisation Date and which, in each case, has not ceased to be a party to this Agreement in accordance with the terms of this Agreement.

“Original Lender” means a person (including each L/C Bank and each Ancillary Facility Lender) which is named in Part 1 of Schedule 1 (Lenders and Commitments).

“Original Obligors” means the Original Borrowers and the Original Guarantors.

“Original Security Documents” means the security documents listed in Schedule 9 (Original Security Documents).

“Outstanding L/C Amount” means:

(a)         each sum paid or payable by an L/C Bank to a Beneficiary pursuant to the terms of a Documentary Credit; and

(b)         all liabilities, costs (including, without limitation, any costs incurred in funding any amount which falls due from an L/C Bank under a Documentary Credit), claims, losses and expenses which an L/C Bank (or any of the L/C Lenders) incurs or sustains in connection with a Documentary Credit,

37

in each case which has not been reimbursed or in respect of which cash cover has not been provided by or on behalf of a relevant Borrower.

“Outstandings” means, at any time, the Term Facility Outstandings, the Revolving Facility Outstandings and any Ancillary Facility Outstandings.

“Paper Form Lender” has the meaning given to such term in Clause 41.3(b) (Use of Websites/E-mail).

“Parent Debt” means any Financial Indebtedness of the Ultimate Parent or one or more of its Subsidiaries (other than a member of the Bank Group) in the form of:

(a)         Convertible Senior Notes and/or any Financial Indebtedness incurred after the Original Execution Date that refinances such notes in whole or in part;

(b)         High Yield Notes; and/or

(c)         any Financial Indebtedness incurred after the Original Execution Date that could have been incurred by any member of the Bank Group pursuant to Clause 25.4 (Financial Indebtedness) at the time of the incurrence of such Financial Indebtedness,

provided that, in respect of any such Financial Indebtedness incurred after the Original Execution Date, such Financial Indebtedness is designated as “Parent Debt” by written notice from the Company to the Facility Agent and the Security Trustee within 15 days of any such incurrence.

“Parent Intercompany Debt” means any Financial Indebtedness owed by any member of the Bank Group to the Ultimate Parent or to its Subsidiaries (other than another member of the Bank Group) from time to time and:

(a)         which is subordinated to the Facilities pursuant to the terms of the Group Intercreditor Agreement and the HYD Intercreditor Agreement;

(b)         if not already subject to Security created under the Original Security Documents, Security in favour of the Security Trustee on terms satisfactory to the Security Trustee is promptly granted by the relevant creditor over its rights; and

(c)         if such Financial Indebtedness is in form of a guarantee, then such guarantee is not given by any member of the Bank Group other than the Company and/or Intermediate Holdco provided that any such guarantee so provided is (i) on subordination and release terms substantially the same as the existing guarantees of Company and Holdco in favour of the Existing High Yield Notes and (ii) subject to the terms of the HYD Intercreditor Agreement or Supplemental HYD Intercreditor Agreement.

“Participating Employers” means the Company and any members of the Group which participate or have at any time participated in a UK Pension Scheme.

“Participating Member State” means any member of the European Community that at the relevant time has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Patriot Act” has the meaning given to such term in Clause 41.7 (Patriot Act).

“PAYE” means The Pay As You Earn System provided for at Part 11 Income Tax (Earnings and Pe▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ ▇nd related regulations, as also extended to the collection of National Insurance Contributions.

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“Paying Lender” has the meaning given to such term in Clause 6.3(g) (Ancillary Facility Default).

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to section 4002 of ERISA, or any successor to it.

“Pensions Regulator” means the body corporate established under Part 1 of the Pensions Ac▇ ▇▇▇▇.

“Permitted Acquisition” has the meaning given to such term in Clause 25.13(m) (Acquisitions and Investments).

“Permitted Auditors” means any of Pricewaterhouse Coopers, Ernst & Young, Deloitte & Touche or KPMG or any of their respective successors or any other internationally recognised firm of accountants.

“Permitted Joint Venture Net Operating Cash Flow” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Permitted Joint Venture Proceeds” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Permitted Joint Ventures” means any Joint Venture permitted under Clause 25.9 (Joint Ventures) that the Company designates as such by giving notice in writing to the Facility Agent.

“Permitted Payments” means:

(a)         the payment of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity made, at any time, to fund the payment of expenses (including taxes and the buy back of stock from employees) by any member of the Group the aggregate amount of such payments being no greater than £35 million (or its equivalent) in each financial year; provided that any amount of such basket amount that remains unused at the end of any financial year may be carried forward and used to fund such payment in the following financial year at the Obligors’ discretion (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year);

(b)         the payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any member of the Group and to the extent required:

(i)          by the terms of the Relevant Finance Documents;

(ii)         by the terms of the Senior Secured Notes Documents;

(iii)        by the terms of any Parent Debt (or, in each case, any guarantee of the obligations thereunder);

(iv)        by the terms of any Hedging Agreement that is permitted to be entered into and/or maintained pursuant to Clause 25.12 (Limitations on Hedging) or required to be entered into and/or maintained pursuant to Clause 24.9 (Hedging) to the extent such payment is not prohibited by the Group Intercreditor Agreement;

39

(v)         by the purposes of implementing any Content Transaction or Business Division Transaction; or

(vi)        by the terms of any Subordinated Funding to the extent required to facilitate any Permitted Payments,

where, in the case of sub-paragraphs (i) to (vi) above, the payment under the relevant indebtedness or obligation referred to therein has fallen due or will fall due within five Business Days of such Permitted Payment being made;

(c)         the payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity, in each case, which is required in order to fund the making of payments by any member of the Group in order to redeem, repay, prepay, repurchase, retire, defease or otherwise acquire for value any of the 2014 High Yield Notes and to pay any related costs and expenses;

(d)         any payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Group (other than a member of the Bank Group), provided that:

(i)          an amount equal to such payment is reinvested by such member of the Group (other than the Bank Group) into a member of the Bank Group within 3 days of receipt thereof;

(ii)         the aggregate principal amount of such payments and reinvested amounts at any one time does not exceed an amount equal to £300 million; and

(iii)        to the extent any such payments are made in cash, any re-invested amounts are also made in cash provided that any such re-invested amounts shall be in the form of Subordinated Funding, equity or the repayment of an intercompany loan or advance;

(e)         any payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity:

(i)          in an amount of up to £10 million per annum plus an additional amount per annum, up to the maximum amount specified below determined by reference to the Leverage Ratio (rounded to the second decimal number) immediately prior to the declaration of such dividend or the making of such payment, loan or other distribution (calculated on a pro forma basis after giving effect to such payment) in accordance with the following table:

(ii)         in an amount of up to £200 million from the cash proceeds of a Content Transaction; and

(iii)        in an amount of up to £200 million from the cash proceeds of a Business Division Transaction provided that the Leverage Ratio immediately prior to the declaration of such dividend or the making of such payment, loan or other distribution is less than 4.0:1,

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in each case, provided always that no Event of Default has occurred or is continuing or would result following such payment;

(f)          any payments made pursuant to and in accordance with the Tax Cooperation Agreement, provided that:

(i)          a copy of the certification or filings referred to in clause 5 of the Tax Cooperation Agreement, as the case may be, shall have been provided to the Facility Agent not less than five Business Days before such payment is to be made; and

(ii)         any payments made to any Holding Company of VMIH for the purposes of settling any liabilities owed to the United States Internal Revenue Service which have arisen following implementation of the relevant steps set out in the Steps Paper may be made in an amount not exceeding £185 million from cash reserves of the Bank Group and in respect of any amount in excess of £185 million from:

(A)        any Net Proceeds which is not required to be applied in or towards prepayment of the Outstandings pursuant to paragraph (a) of Clause 12.2 (Repayment from Net Proceeds);

(B)        any Excess Cash Flow which is not required to be applied in or towards prepayment of the Outstandings pursuant to paragraph (a) of Clause 12.4 (Repayment from Excess Cash Flow);

(C)        any Equity Proceeds which is not required to be applied in or towards prepayment of the Outstandings pursuant to paragraph (a) of Clause 12.5 (Repayment from Equity Proceeds);

(D)        the proceeds of any Financial Indebtedness permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness); or

(E)         the proceeds of any Parent Intercompany Debt or the proceeds of any Equity Equivalent Funding,

and provided always that immediately prior to and immediately after such payment, the Bank Group remains in compliance with the financial covenants set out in Clause 23.2 (Ratios) as applicable for the Quarter Date falling immediately prior to such payment and calculated on a pro forma basis after giving effect to such payment; or

(g)         any payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded solely from cash generated by entities outside of the Bank Group.

“Plan” means any pension plan as defined in section 3(2) of ERISA, which (i) is maintained or contributed to by (or to which there is an obligation to contribute by) any member of the Group or an ERISA Affiliate, and each such plan for the 5 year period immediately following the latest date on which any member of the Group or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan and (ii) is subject to ERISA, but excluding any Multiemployer Plan.

“Predecessor Obligor” has the meaning given to such term in Clause 25.18 (Internal Reorganisations).

41

“Proceedings” has the meaning given to such term in Clause 48.1 (Courts).

“Project Company” means a Subsidiary of a company (or a person in which such company has an interest) which has a special purpose and whose creditors have no recourse to any member of the Bank Group in respect of Financial Indebtedness of that Subsidiary or person, as the case may be, or any of such Subsidiary’s or person’s Subsidiaries (other than recourse to such member of the Bank Group who had granted an Encumbrance over its shares or other interests in such Project Company beneficially owned by it provided that such recourse is limited to an enforcement of such an Encumbrance).

“Proportion” in relation to a Lender, means:

(a)         in relation to an Advance to be made under this Agreement, the proportion borne by such Lender’s Available Commitment in respect of the relevant Facility, the relevant Borrower and the relevant currency to the relevant Available Facility;

(b)         in relation to an Advance or Advances outstanding under this Agreement, the proportion borne by such Lender’s share of the Sterling Amount of such Advance or Advances to the total Sterling Amount thereof;

(c)         if paragraph (a) above does not apply and there are no Outstandings, the proportion borne by the aggregate of such Lender’s Available Commitment to the Available Facilities (or if the Available Facilities are then zero, by its Available Commitment to the Available Facilities immediately prior to their reduction to zero); and

(d)         if paragraph (b) above does not apply and there are any Outstandings, the proportion borne by such Lender’s share of the Sterling Amount of the Outstandings to the Sterling Amount of all the Outstandings for the time being.

“Protected Party” means a Relevant Finance Party or any Affiliate of a Relevant Finance Party which is or will be, subject to any Tax Liability in relation to any amount payable under or in relation to a Relevant Finance Document.

“Public Lender” has the meaning given to such term in Clause 41.4 (Public Information).

“Qualifying UK Lender” means in relation to a payment of interest on a participation in an Advance to a UK Borrower, a Lender which is:

(a)         a UK Bank Lender;

(b)         a UK Non-Bank Lender; or

(c)         a UK Treaty Lender.

“Quarter Date” has the meaning given to such term in Clause 23.1 (Financial Definitions).

“Quotation Date” means, in relation to any currency and any period for which an interest rate is to be determined:

(a)         if the relevant currency is Sterling, the first day of that period;

(b)         if the relevant currency is euro, 2 TARGET Days before the first day of that period; or

(c)         in relation to any other currency, 2 Business Days before the first day of that period,

provided that if market practice differs in the Relevant Interbank Market for a currency, the Quotation Date for that currency will be determined by the Facility Agent in accordance with

42

market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Date will be the last of those days).

“Recipient” has the meaning given to such term in Clause 39.6(d) (Value Added Tax).

“Recovering Relevant Finance Party” has the meaning given to such term in Clause 35.1 (Payments to Relevant Finance Parties).

“Reference Banks” means the principal London offices of Deutsche Bank, BNP Paribas and Lloyds TSB Bank plc or such other bank or banks as may be appointed as such by the Facility Agent after consultation with the Company.

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System as from to time in effect and any successor to all or any portion thereof.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or any portion thereof.

“Relevant Finance Documents” means:

(a)         this Agreement, any Documentary Credit, any Accession Notices and any Transfer Deed;

(b)         the Fee Letters;

(c)         the B Facility Syndication Letter;

(d)         any Ancillary Facility Documents;

(e)         the Security Documents;

(f)          the Security Trust Agreement;

(g)         the Group Intercreditor Agreement;

(h)         the HYD Intercreditor Agreement and any Supplemental HYD Intercreditor Agreement;

(i)          the Barclays Intercreditor Agreement;

(j)          the Hedging Agreements either entered into pursuant to Clause 24.9 (Hedging) or permitted to be entered into pursuant to Clause 25.12 (Limitation on Hedging);

(k)         each Additional Facility Accession Deed;

(l)          each B Facility Accession Deed;

(m)        each Utilisation Request;

(n)         each Compliance Certificate; and

(o)         any other agreement or document designated a “Relevant Finance Document” in writing by the Facility Agent and the Company.

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“Relevant Finance Parties” means the Facility Agent, the Arrangers, the Bookrunners, the Security Trustee, the Lenders and each Hedge Counterparty and “Relevant Finance Party” means any of them.

“Relevant Interbank Market” means, in relation to euro, the European Interbank Market and in relation to any other currency, the London interbank market therefor.

“Relevant Page” means the page of the Reuters screen on which is displayed in relation to LIBOR, BBA LIBOR for the relevant currency, or, in relation to EURIBOR, the European offered rates for euro, or, if such page or service shall cease to be available, such other page or service which displays the London interbank offered rates for the relevant currency as the Facility Agent, after consultation with the Lenders and the Company, shall select.

“Relevant Tax Jurisdiction” means:

(a)         the United Kingdom, in relation to a UK Borrower; and

(b)         any jurisdiction in which any person is liable to tax by reason of its domicile, residence, place of management or other similar criteria (but not any jurisdiction in respect of which that person is liable to tax by reason only of its having a source of income in that jurisdiction).

“Renewal Request” means, in relation to a Documentary Credit, a Utilisation Request therefor, in respect of which the proposed Utilisation Date stated in it is the Expiry Date of an existing Documentary Credit and the proposed Sterling Amount is the same or less than the Sterling Amount of that existing Documentary Credit.

“Repayment Date” means:

(a)         in relation to any Revolving Facility Advance, the last day of its Term;

(b)         in respect of the A Facility Outstandings, each of the dates specified in Clause 9.1 (Repayment of A Facility Outstandings) as an Amortisation Repayment Date and the relevant Final Maturity Date; and

(c)         in respect of the Additional Facility Outstandings and the B Facility Outstandings, the relevant Final Maturity Date,

provided that if any such day is not a Business Day in the relevant jurisdiction for payment, the Repayment Date will be the next succeeding Business Day in the then current calendar month (if there is one) or the preceding Business Day (if there is not).

“Repayment Instalment” means, in respect of the A Facility Outstandings, the amounts required to be paid by way of repayment on each Repayment Date.

“Repeating Representations” means the representations and warranties set out in Clauses 21.2 (Due Organisation), 21.5 (No Immunity), 21.6 (Governing Law and Judgments), 21.9 (Binding Obligations), 21.11 (No Event of Default), 21.18 (Execution of Relevant Finance Documents), 21.27 (Investment Company Act), 21.28 (Margin Stock), 21.33 (US Patriot Act) and 21.34 (Compliance with ERISA).

“Resignation Letter” means a letter substantially in the form set out in Schedule 15 (Form of Resignation Letter).

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“Reservations” means:

(a)         the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors, the time barring of claims under any applicable law, the possibility that an undertaking to assume liability for or to indemnify against non-payment of any stamp duty or other tax may be void, defences of set-off or counterclaim and similar principles;

(b)         any general principles, reservations or qualifications, in each case as to matters of law as set out in any Legal Opinion delivered to the Facility Agent (provided that where any such Legal Opinion has been delivered in relation to a particular Obligor and/or a particular document, the said general principles, reservations or qualifications shall only be deemed to apply to such Obligor and/or document (other than in the case where the definition is used in respect of a person and/or a document in respect of which a Legal Opinion has not been rendered under this Agreement where the said general principles, reservations or qualifications shall, to the extent applicable, be deemed to apply to such person and/or document));

(c)         any circumstance arising through a failure to obtain any consent from any lessor, licensor or other counterparty whose consent is required to the grant of any Security over any lease, licence or other agreement or contract on or before the execution of a Security Document;

(d)         the principle that any additional interest imposed under any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e)         the principle that in certain circumstances security granted by way of fixed charge may be characterised as a floating charge or that security purported to be constituted by way of an assignment may be recharacterised as a charge;

(f)          the principle that an English court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant; and

(g)         similar principles, rights and defences under the laws of any relevant jurisdiction to the extent that they are relevant and applicable.

“Restricted Guarantors” means:

(a)         each of the Original Guarantors listed in Part 2 of Schedule 2 (The Restricted Guarantors); and

(b)         any other Guarantor that accedes to this Agreement pursuant to Clause 26.2 (Acceding Guarantors), which is (i) incorporated, created or organised under the laws of the United States or any State of the United States (including the District of Columbia) and is a “United States person” (as defined in Section 7701(a)(30) of the Code); or (ii) treated for US federal income tax purposes as a disregarded entity that is a branch of a Guarantor described in sub-paragraph (b)(i) hereof.

“Restricted Party” means any person listed in the Annex to the Executive Order referred to in the definition of “Anti-Terrorism Laws” or on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury.

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“Revised Definitions” has the meaning given to such term in Clause 22.7 (Change in Accounting Practices).

“Revised Ratios” has the meaning given to such term in Clause 22.7 (Change in Accounting Practices).

“Revolving Facility” means the revolving loan facility (including any Ancillary Facility and the Documentary Credit facility) granted to the relevant Borrower pursuant to Clause 2.1(c) (The Facilities).

“Revolving Facility Instructing Group” means:

(a)         before any Utilisation of the Revolving Facility under this Agreement, a Lender or group of Lenders whose Available Revolving Facility Commitments amount in aggregate to more than 662/3% of the Available Revolving Facility; and

(b)         thereafter, a Lender or group of Lenders to whom in aggregate more than 662/3% of the aggregate amount of the Revolving Facility Outstandings are (or if there are no Revolving Facility Outstandings at such time, immediately prior to their repayment, were then) owed,

in each case calculated in accordance with the provisions of Clause 44.7 (Calculation of Consent).

“Revolving Facility Margin” means, in relation to Revolving Facility Advances and subject to Clause 13.3 (Margin Ratchet for Revolving Facility Advances), 3.50% per annum.

“Revolving Facility Outstandings” means, at any time, the aggregate outstanding amount of each Revolving Facility Advance and of each Revolving Lenders Participation in an Outstanding L/C Amount.

“Rollover Advance” has the meaning given to such term in Clause 8.2 (Rollover Advances).

“Screenshop” means Screenshop Limited, a company incorporated under the laws of England and Wales with registered number 3529106.

“Screenshop Intra-Group Loan Agreement” means the loan agreement dated 10 May 2005 between Screenshop and Flextech Broadband Limited.

“SEC” means the United States Securities and Exchange Commission.

“Security” means the Encumbrances created or purported to be created pursuant to the Security Documents.

“Security Documents” means:

(a)         each of the Original Security Documents;

(b)         any security documents required to be delivered by an Acceding Obligor pursuant to Clauses 26.1 (Acceding Borrowers) and 26.2 (Acceding Guarantors);

(c)         any other document executed at any time by any member of the Group conferring or evidencing any Encumbrance for or in respect of any of the obligations of the Obligors under this Agreement whether or not specifically required by this Agreement; and

46

(d)         any other document executed at any time pursuant to Clause 24.12 (Further Assurance) or any similar covenant in any of the Security Documents referred to in paragraphs (a) to (c) above.

“Security Trust Agreement” means that certain security trust agreement dated on 3 March 2006 made between the Security Trustee, the Company and certain other parties thereto relating to the appointment of the Security Trustee as trustee of the Security.

“Senior Secured Notes” means the Existing Senior Secured Notes, any Additional Senior Secured Notes and any Senior Secured Notes Refinancing.

“Senior Secured Notes Documents” means any Senior Secured Notes, the SSN 2010 Indenture and any other indenture for any Senior Secured Notes, the Group Intercreditor Agreement, the HYD Intercreditor Agreement, any guarantee given by any member of the Group in respect of any Senior Secured Notes, any security documents granting security in favour of the holders of any Senior Secured Notes (or any trustee for such holders or security agent or trustee for such holders or trustee), any note depository agreement, any fee letter and any indemnity letter in relation thereto.

“Senior Secured Notes Refinancing” means any notes issued by the Parent, VMIH or any SSN Finance Subsidiary for the purposes of refinancing all or a portion of (i) the Senior Secured Notes or (ii) the Facilities or (iii) any other Financial Indebtedness of the Bank Group which is secured and ranks pari passu as to right of payment with the Facilities pursuant to and in compliance with the terms of the Group Intercreditor Agreement (provided, in each case of (i) to (iii) above that such Financial Indebtedness being refinanced would have been permitted to be incurred at the time of issuance of any such notes), in each case, outstanding from time to time (including all fees, expenses, commissions, make-whole and any other contractual premium payable under such Financial Indebtedness being refinanced and any reasonable fees, costs and expenses incurred in connection with such refinancing) and designated as “Senior Secured Notes Refinancing” by written notice from the Company to the Facility Agent and the Security Trustee within 15 days of the issuance of the relevant notes, in respect of which the following terms apply:

(a)         the principal amount of any such notes shall not exceed the principal amount of, and any outstanding interest on, the Financial Indebtedness being refinanced (plus all fees, expenses, commissions, make-whole or other contractual premium payable in connection with such refinancing); and

(b)         such notes satisfy the requirements of paragraphs (a), (b), (c), (d) and (f) of the definition of Additional Senior Secured Notes.

“Sharing Payment” has the meaning given to such term in Clause 35.1(c) (Payments to Relevant Finance Parties).

“Solvent” and “Solvency” mean, with respect to any US Obligor on a particular date, that on such date (a) the value of the property of such US Obligor (both at present and present fair and present fair sales value) is greater than the total amount of liabilities, including, without limitation, contingent and unliquidated liabilities, of such US Obligor as such liabilities mature, (b) such person does not intend to, and does not believe that it will, incur debts or liabilities beyond such person’s ability to pay such debts and liabilities as they mature and (c) such US Obligor is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such person’s property would constitute an unreasonably small capital.  The amount of contingent and unliquidated liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Solvent Liquidation” has the meaning given to such term in Clause 25.18 (Internal Reorganisations).

“SSN 2010 Indenture” means the indenture dated as of January 19, 2010 among Virgin Media Secured Finance PLC as issuer, The Bank of New York Mellon as trustee and paying agent and the other parties thereto.

“SSN Finance Subsidiary” means (i) Virgin Media Secured Finance PLC and (ii) any other Subsidiary directly and wholly-owned by either:

(a)         VMIH engaged in the business of effecting or facilitating the issuance of Senior Secured Notes and on-lending the proceeds to VMIH; or

(b)         the Parent engaged in the business of effecting or facilitating the issuance of Senior Secured Notes and on-lending the proceeds to the Parent and/or VMIH,

and in either case having no Subsidiaries.

“Standard & Poor’s” means Standard & Poor’s Ratings Group or any successor thereof.

“Statutory Requirements” means any applicable provision or requirement of any Act of Parliament (including without limitation, the Communications Ac▇ ▇▇▇▇ ▇nd the Broadcasting Acts 1990 and 1996) or any instrument, rule or order made under any Act of Parliament or any regulation or by-law of any local or other competent authority or any statutory undertaking or statutory company which has jurisdiction in relation to the carrying out, use, occupation, operation of the properties or the businesses of any member of the Bank Group carried out thereon.

“Steps Paper” means the alternative papers entitled “Steps Plan: Version 1 — Combination of NTL, Telewest and Virgin Mobile before Structures 1 and 2” and “Steps Plan: Version 2 — Combination of NTL, Telewest and Virgin Mobile after Structures 1 and 2”, provided to the Facility Agent prior to the first Utilisation Date.

“Sterling Amount” means at any time:

(a)         in relation to an Advance denominated in Sterling, the amount thereof, and in relation to any other Advance, the Sterling equivalent of the amount specified in the Utilisation Request (as at the date thereof) for that Advance, in each case, as adjusted, if necessary, in accordance with the terms of this Agreement and to reflect any repayment, consolidation or division of that Advance;

(b)         in relation to a Documentary Credit, (i) if such Documentary Credit is denominated in Sterling, the Outstanding L/C Amount in relation to it at such time or (ii) if such Documentary Credit is not denominated in Sterling, the equivalent in Sterling of the Outstanding L/C Amount at such time, calculated as at the later of (1) the date which falls 2 Business Days before its issue date or any renewal date or (2) the date of any revaluation pursuant to Clause 5.4 (Revaluation of Documentary Credits);

(c)         in relation to any Ancillary Facility granted by a Lender, the amount of its Revolving Facility Commitment converted to provide its Ancillary Facility Commitment as at the time of such conversion; and

(d)         in relation to any Outstandings, the aggregate of the Sterling Amounts (calculated in accordance with paragraphs (a), (b) and (c) above) of each outstanding Advance and/or Outstanding L/C Amount, made under the relevant Facility or Facilities (as the case may be) and/or in relation to Ancillary Facility Outstandings, (i) if such

48

Outstandings are denominated in Sterling, the aggregate amount of it at such time and (ii) if such Outstandings are not denominated in Sterling, the Sterling equivalent of the aggregate amount of it at such time.

“Subject Party” has the meaning given to such term in Clause 39.6(d) (Value Added Tax).

“Subordinated Funding” means any loan made to any Obligor by any member of the Group that is not an Obligor which:

(a)         constitutes Parent Intercompany Debt;

(b)         is an intercompany loan arising under the arrangements referred to in paragraph (d) of the definition of “Permitted Payments”;

(c)         is an intercompany loan existing as at the Original Execution Date (including any inter-company loan the benefit of which has, at any time after the Original Execution Date, been assigned to any other member of the Group, where such assignment is not otherwise prohibited by this Agreement); or

(d)         constitutes Equity Equivalent Funding,

provided that (i) Security is promptly granted by the relevant creditor over its rights and (ii) the relevant debtor and creditor are party to the Group Intercreditor Agreement as an Intergroup Debtor or Intergroup Creditor (as such terms are defined in the Group Intercreditor Agreement), respectively, or where the relevant debtor and creditor are party to such other subordination arrangements as may be satisfactory to the Facility Agent, acting reasonably.

“Subscriber” means any person who has entered into an agreement (which has not expired or been terminated) with an Obligor to be provided with services by an Obligor through the operation of telecommunications and/or television systems operated by the Bank Group in accordance with applicable Telecommunications, Cable and Broadcasting Laws (including any part of such system and all modifications, substitutions, replacements, renewals and extensions made to such systems).

“Subsidiary” of a company shall be construed as a reference to:

(a)         any company:

(i)          more than 50% of the issued share capital or membership interests of which is beneficially owned, directly or indirectly, by the first-mentioned company; or

(ii)         where the first-mentioned company has the right or ability to control directly or indirectly the affairs or the composition of the board of directors (or equivalent of it) of such company; or

(iii)        which is a Subsidiary of another Subsidiary of the first-mentioned company; or

(b)         for the purposes of Clause 22 (Financial Information) and Clause 23 (Financial Condition) and any provision of this Agreement where the financial terms defined in Clause 23 (Financial Condition) are used, any legal entity which is accounted for under applicable GAAP as a Subsidiary of the first-mentioned company.

49

“Substitute Financing” means any proceeds raised from Additional Senior Secured Notes, Additional High Yield Notes, Subordinated Funding or other Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness).

“Successor Entity” has the meaning given to such term in Clause 25.18 (Internal Reorganisations).

“Supplemental HYD Intercreditor Agreement” means an intercreditor agreement that subordinates any guarantees granted by any member of the Bank Group in respect of any Additional High Yield Notes and/or any High Yield Refinancing on terms satisfactory to the Facility Agent or on terms substantially the same as the HYD Intercreditor Agreement.

“Supplier” has the meaning given to such term in Clause 39.6(d) (Value Added Tax).

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in euro.

“Tax Cooperation Agreement” means the agreement dated 3 March 2006 between the Ultimate Parent, the Company and Telewest Communications Networks Limited relating to arrangements in connection with, amongst other things, the payment of US taxes.

“Tax Credit” means a credit against, relief or remission for, or repayment of any tax.

“Tax Deduction” means a deduction or withholding for or on account of tax from a payment made or to be made under a Relevant Finance Document.

“Taxes Act” means the Income and Corporation Taxes ▇▇▇ ▇▇▇▇.

“Tax Liability” has the meaning set out in paragraph (e) of Clause 17.3 (Tax Indemnity).

“Tax on Overall Net Income” has the meaning set out in paragraph (e) of Clause 17.3 (Tax Indemnity).

“Tax Payment” means the increase in any payment made by an Obligor to a Relevant Finance Party under paragraph (c) of Clause 17.1 (Tax Gross-up) or any amount payable under paragraph (d) of Clause 17.1 (Tax Gross-up) or under Clause 17.3 (Tax Indemnity).

“Telecommunications, Cable and Broadcasting Laws” means the Telecommunications ▇▇▇ ▇▇▇▇, the Broadcasting ▇▇▇ ▇▇▇▇ (together with the Broadcasting Act 1996), the Communications ▇▇▇ ▇▇▇▇ and all other laws, statutes, regulations and judgments relating to broadcasting or telecommunications or cable television or broadcasting applicable to any member of the Bank Group, and/or the business carried on by, any member of the Bank Group (for the avoidance of doubt, not including laws, statutes, regulations or judgments relating solely to consumer credit, data protection or intellectual property).

“Term” means:

(a)                           in relation to a Revolving Facility Advance, the period for which such Advance is borrowed as specified in the relevant Utilisation Request; and

(b)                          in relation to any Documentary Credit, the period from the date of its issue until its Expiry Date.

“Term Facilities” means the A Facility, each Additional Facility (other than any Additional Facility which by its terms is a revolving loan facility) and each B Facility and “Term Facility” means any of them, as the context requires.

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“Term Facility Advance” means any A Facility Advance, any Additional Facility Advance (other than any Additional Facility Advance under any Additional Facility which by its terms is a revolving loan facility) and any B Facility Advance and “Term Facility Advances” shall be construed accordingly.

“Term Facility Outstandings” means, at any time, the aggregate of the A Facility Outstandings, the Additional Facility Outstandings (other than any Additional Facility Outstandings under any Additional Facility which by its terms is a revolving loan facility) and the B Facility Outstandings, at such time.

“Termination Date” means:

(a)                           in relation to the Revolving Facility, the date which is 30 days prior to the Final Maturity Date in respect of the Revolving Facility;

(b)                          in relation to the A Facility, the date falling three months after the Original Execution Date;

(c)                           in relation to each B Facility, the termination date specified in the relevant B Facility Accession Deed;

(d)                          in relation to each Ancillary Facility, the relevant Ancillary Facility Termination Date; and

(e)                           in relation to each Additional Facility, the Additional Facility Termination Date specified in the relevant Additional Facility Accession Deed.

“Testing Time” has the meaning given to such term in Clause 24.12(f) (Further Assurance).

“Total Assets” means, as of any date of determination, the fixed assets and current assets shown on the most recent consolidated balance sheet of the Bank Group delivered pursuant to Clause 22.1 (Financial Statements).

“Total Purchase Price” has the meaning given to such term in Clause 25.13(m) (Acquisitions and Investments).

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations (not including Financial Indebtedness) of any member of the Group arising in the ordinary course of trading of that member of the Group.

“Transfer Date” means, in relation to any Transfer Deed, the effective date of such transfer as specified in such Transfer Deed.

“Transfer Deed” means a duly completed deed of transfer and accession in the form set out in Part 1 of Schedule 5 (Form of Deed of Transfer and Accession) whereby an existing Lender seeks to transfer to a New Lender all or a part of such existing Lender’s rights, benefits and obligations under this Agreement as contemplated in Clause 37 (Assignments and Transfers) and such New Lender agrees to accept such transfer and to be bound by this Agreement and to accede to the HYD Intercreditor Agreement, the Group Intercreditor Agreement and the Security Trust Agreement.

“Transferor” has the meaning given to such term in Clause 37.8(a) (Limitation of Responsibility of Transferor).

“UK Bank Lender” means, in relation to a payment of interest on a participation in an Advance to a Borrower, a Lender which is beneficially entitled to and within the charge to

▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ corporation tax as regards that payment and (a) if the participation in that Advance was made by it, is a Lender which is a “bank” (as defined for the purposes of section 879 of the ITA in section 991 of the ITA) or (b) if the participation in that Advance was made by a different person, such person was a “bank” (as defined for the purposes of section 879 of the ITA in section 991 of the ITA) at the time that Advance was made.

“UK Borrowers” means:

(a)                           as at the Original Execution Date, each of the Original Borrowers; and

(b)                          thereafter, each of the Original Borrowers and any Acceding Borrower that is liable to corporation tax in the United Kingdom,

excluding any UK Borrower which has been liquidated in accordance with the provisions of Clause 25.18 (Internal Reorganisations) but including the relevant Successor Entity (provided it is also liable to corporation tax in the United Kingdom) thereafter, and “UK Borrower” means any of them.

“UK Channel Management” means UK Channel Management Limited, a company incorporated in England and Wales with registered number 3322468, whose registered office is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

“UK Channel Management Group” means the UK Channel Management and its Subsidiaries from time to time.

“UK DB Schemes” has the meaning given to such term in Clause 24.10(b) (Pension Plans).

“UK Gold” means UK Gold Holdings Limited, a company incorporated in England and Wales with registered number 3298738, whose registered office is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

“UK Gold Group” means UK Gold and its Subsidiaries from time to time.

“UK Non-Bank Lender” means, in relation to a payment of interest on an Advance to a Borrower:

(a)                           a Lender which is beneficially entitled to the income in respect of which that payment is made and is a UK Resident company (such that the payment is within the category of expected payments described at section 933 ITA); or

(b)                          a Lender to which such payment would fall within one of the categories of expected payments described at sections 934 to 937 ITA inclusive,

where H.M. Revenue & Customs has not given a direction under section 931 ITA which relates to that payment of interest on an Advance to such Borrower.

“UK Pension Scheme” means a pension scheme in which any member of the Group participates or has at any time participated, and which has its main administration in the United Kingdom or is primarily for the benefit of employees in the United Kingdom.

“UK Resident” means a person who is resident in the United Kingdom for the purposes of the Taxes Act, ITA or CTA, and “non-UK Resident” shall be construed accordingly.

“UK Treaty Lender” means in relation to a payment of interest on an Advance to a UK Borrower, a Lender which is entitled to claim full relief from liability to taxation otherwise imposed by such UK Borrower’s Relevant Tax Jurisdiction (in relation to that Lender’s participation in Advances made to such UK Borrower) on interest under a Double Taxation

52

Treaty and which does not carry on business in that UK Borrower’s Relevant Tax Jurisdiction through a permanent establishment with which that Lender’s participation in that Advance is effectively connected and, in relation to any payment of interest on any Advance made by that Lender, such UK Borrower has, unless provided otherwise in a B Facility Accession Deed, received notification (or will have received notification prior to the end of the first Interest Period hereunder) in writing from H.M. Revenue & Customs authorising such UK Borrower to pay interest on such Advances without any Tax Deduction.

“UKTV Group” means each of the UK Channel Management Group, UK Gold Group and UKTV New Ventures Group.

“UKTV Joint Ventures” means each of UK Channel Management, UK Gold and UKTV New Ventures.

“UKTV New Ventures” means UKTV New Ventures Limited, a company incorporated in England and Wales with registered number 04266373, whose registered office is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

“UKTV New Ventures Group” means the UKTV New Ventures and its Subsidiaries from time to time.

“Ultimate Parent” means, as at the Original Execution Date, Virgin Media Inc. or, at any time thereafter, the person (if any) that accedes to this Agreement as the Ultimate Parent pursuant to Clause 26.3 (Acceding Holding Company).

“United States” or “US” means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America;

“Unpaid Sum” means any sum due and payable by an Obligor under any Relevant Finance Document (other than any Ancillary Facility Document) but unpaid.

“US Bankruptcy Code” means the Bankruptcy Reform Act of 1978, 11 USC. §§ 101 et seq., as amended, or any successor thereto;

“US Dollars”, “Dollars” or “$” means the lawful currency for the time being of the United States;

“US Obligor” means any Restricted Guarantor incorporated, created or organised under the laws of the United States or any State of the United States (including the District of Columbia).

“Utilisation” means the utilisation of a Facility under this Agreement, whether by way of an Advance, the issue of a Documentary Credit or the utilisation of any Ancillary Facility.

“Utilisation Date” means:

(a)                           in relation to an Advance, the date on which such Advance is (or is requested) to be made;

(b)                          in relation to a utilisation by way of Ancillary Facility, the date on which such Ancillary Facility is established; and

(c)                           in relation to a utilisation by way of Documentary Credit, the date on which such Documentary Credit is to be issued, in each case,

in accordance with the terms of this Agreement.

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“Utilisation Request” means:

(a)                           in relation to an Advance a duly completed notice in the form set out in Part 1 to Schedule 4 (Form of Utilisation Request (Advances)); or

(b)                          in relation to a Documentary Credit, a duly completed notice in the form set out in Part 2 to Schedule 4 (Form of Utilisation Request (Documentary Credits)).

“Vendor Financing Arrangements” means any arrangement, contractual or otherwise, pursuant to which credit or other financing is provided or arranged by a supplier (or any of its Affiliates) of assets (including equipment) and/or related services to a member of the Bank Group in connection with such supply of assets and/or services.

“Virgin Media Communications” means Virgin Media Communications Limited, a company incorporated in England and Wales with registered number 3521915, whose registered office is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

“Virgin Media Holding Company” means any person of which the Company is a direct or indirect wholly-owned Subsidiary.

“Voluntary Prepayment Amount” has the meaning given to such term in Clause 12.5(b) (Repayment from Equity Proceeds).

“Voting Stock” of a person means all classes of capital stock, share capital or other interests (including partnership interests) of such person then outstanding and normally entitled (without regard to the occurrence of any contingency, other than resulting from any default under any instrument until such default occurs) to vote in the election of directors, managers or trustees thereof.

“Website Lenders” has the meaning given to such term in Clause 41.3(a) (Use of Websites/E-mail).

“Working Capital” has the meaning given to such term in Clause 23.1 (Financial Definitions).

1.2                                     Accounting Expressions

All accounting expressions which are not otherwise defined in this Agreement shall be construed in accordance with GAAP.

1.3                                     Construction

Unless a contrary indication appears, any reference in this Agreement to:

(a)                           the “Facility Agent”, a “Global Coordinator”, a “Physical Bookrunner”, a “Mandated Lead Arranger”, a “Bookrunner”, the “Security Trustee”, a “Hedge Counterparty”, an “L/C Bank”, an “Ancillary Facility Lender” or a “Lender” shall be construed so as to include their respective and any subsequent successors, transferees and permitted assigns in accordance with their respective interests;

(b)                          “agreed form” means, in relation to any document, in the form agreed by or on behalf of the Bookrunners and the Company prior to the Original Execution Date;

(c)                           “assets” includes present and future properties, revenues and rights of every description;

(d)                          “company” includes any body corporate;

54

(e)                           “continuing” in relation to an Event of Default or a Default shall be construed as meaning that (a) the circumstances constituting such Event of Default or Default continue or (b) neither the Facility Agent (being duly authorised to do so) nor the Lenders have waived, in accordance with this Agreement, such of its or their rights under this Agreement as arise as a result of that event;

(f)                             “determines” or “determined” means, save as otherwise provided herein, a determination made in the absolute discretion of the person making the determination;

(g)                          the “equivalent” on any given date in one currency (the “first currency”) of an amount denominated in another currency (the “second currency”) is a reference to the amount of the first currency which could be purchased with the second currency at the Facility Agent’s Spot Rate of Exchange at or about 11:00 a.m. on the relevant date for the purchase of the first currency with the second currency or for the purposes of determining any amounts testing any covenant or determining whether an Event of Default has occurred under this Agreement:

(i)                              in the case of any basket or threshold amount qualifying a covenant:

(A) in order to determine how much of such basket or threshold has been used at any time, for each transaction entered into in reliance upon the utilisation of such basket or in reliance upon such threshold not being reached prior to such time, the date upon which such transaction was entered into; and

(B) in order to determine the permissibility of a proposed transaction, on the date upon which the permissibility of that transaction is being tested for the purposes of determining compliance with that covenant; and

(ii)                           in the case of any basket or threshold amount relating to an Event of Default, the date on which the relevant event is being assessed for the purposes of determining whether such Event of Default has occurred,

provided that in the case of Financial Indebtedness proposed to be incurred to refinance other Financial Indebtedness denominated in a currency other than Sterling or other than the currency in which such refinanced Financial Indebtedness is denominated, if such refinancing would cause any applicable Sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Sterling denominated restriction shall be deemed not to be exceeded so long as the principal amount of such refinancing Financial Indebtedness does not exceed the principal amount of such Financial Indebtedness being refinanced in the applicable currency at the then current exchange rate;

(h)                          “guarantee” means (other than in Clause 29 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(i)                              “month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in

55

which case it shall end on the immediately preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (provided that in any reference to “months” only the last month in a period shall be construed in the aforementioned manner);

(j)                              a Lender’s “participation” in relation to a Documentary Credit, shall be construed as a reference to the relevant amount that is or may be payable by that Lender in relation to that Documentary Credit;

(k)                           a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(l)                              a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(m)                        a “repayment” shall include a “prepayment” and references to “repay” or “prepay” shall be construed accordingly;

(n)                          “tax” shall be construed so as to include all present and future taxes, charges, imposts, duties, levies, deductions or withholdings of any kind whatsoever, or any amount payable on account of or as security for any of the foregoing, by whomsoever on whomsoever and wherever imposed, levied, collected, withheld or assessed together with any penalties, additions, fines, surcharges or interest relating to it; and “taxes” and “taxation” shall be construed accordingly;

(o)                          “VAT” shall be construed as value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ and legislation (or purported legislation and whether delegated or otherwise) supplemental to that Act or in any primary or secondary legislation promulgated by the European Community or European Union or any official body or agency of the European Community or European Union, and any tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar or turnover tax replacing or introduced in addition to any of the same;

(p)                          “wholly-owned Subsidiary” of a company shall be construed as a reference to any company which has no other members except that other company and that other company’s wholly-owned Subsidiaries or nominees for that other company or its wholly-owned Subsidiaries;

(q)                          the “winding-up”, “dissolution” or “administration” of a company shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company is incorporated, established or organised or any jurisdiction in which such company carries on business, including the seeking of liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection from creditors or relief of debtors;

(r)                             a Borrower providing “cash cover” for a Documentary Credit or an Ancillary Facility means a Borrower paying an amount in the currency of the Documentary Credit (or, as the case may be, Ancillary Facility) to an interest-bearing account in the name of the Borrower and the following conditions being met:

(i)                              the account is with the Security Trustee or with the L/C Bank or Ancillary Facility Lender for which that cash cover is to be provided;

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(ii)                           subject to paragraph (b) of Clause 5.9 (Cash Cover by Borrower), until no amount is or may be outstanding under that Documentary Credit or Ancillary Facility, withdrawals from the account may only be made to pay a Relevant Finance Party amounts due and payable to it under this Agreement in respect of that Documentary Credit or Ancillary Facility; and

(iii)                        the Borrower has executed a security document over that account, in form and substance satisfactory to the Security Trustee or the L/C Bank or Ancillary Facility Lender with which that account is held, creating a first ranking security interest over that account;

(s)                           a Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived;

(t)                             a Borrower “repaying” or “prepaying” a Documentary Credit or Ancillary Facility Outstandings means:

(i)                              that Borrower providing cash cover for that Documentary Credit or in respect of the Ancillary Facility Outstandings;

(ii)                           the maximum amount payable under the Documentary Credit or Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii)                        the relevant L/C Bank or Ancillary Facility Lender being satisfied that it has no further liability under that Documentary Credit or Ancillary Facility, and the amount by which a Documentary Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover or reduction;

(u)                          an amount “borrowed” includes any amount utilised by way of Documentary Credit or under an Ancillary Facility;

(v)                          a Lender funding its participation in a Utilisation includes a Lender participating in a Documentary Credit; and

(w)                        an “outstanding amount” of a Documentary Credit at any time is the maximum amount that is or may be payable by the relevant Borrower in respect of that Documentary Credit at that time.

1.4                                     Currency

“€” and “euro” denote the lawful currency of each Participating Member State, “£” and “Sterling” denote the lawful currency of the United Kingdom and “$” and “Dollars” denote the lawful currency of the United States.

1.5                                     Statutes

Any reference in this Agreement to a statute or a statutory provision shall, save where a contrary intention is specified, be construed as a reference to such statute or statutory provision as the same shall have been, or may be, amended or re enacted.

1.6                                     Time

Any reference in this Agreement to a time shall, unless otherwise specified, be construed as a reference to London time.

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1.7                                     References to Agreements

Unless otherwise stated, any reference in this Agreement to any agreement, indenture or any other document (including any reference to this Agreement) shall be construed as a reference to:

(a)                           such agreement, indenture or any other document as amended, varied, novated or supplemented from time to time;

(b)                          any other agreement, indenture or any other document whereby such agreement or document is so amended, varied, supplemented or novated; and

(c)                           any other agreement, indenture or any other document entered into pursuant to or in accordance with any such agreement or document.

1.8                                     No Personal Liability

No personal liability shall attach to any director, officer or employee of any member of the Group for any representation or statement made by that member of the Group in a certificate signed by such director, officer or employee.

2.                                           THE FACILITIES

2.1                                     The Facilities

The Lenders grant upon the terms and subject to the conditions of this Agreement:

(a)                           to the Original Borrowers, a term loan facility in a maximum aggregate principal amount of £1,000,000,000 (the “A Facility”) which shall be available in Sterling in a single drawing;

(b)                          to the Company, VMIH Sub and/or UK Newco, one or more B Facilities, each of which shall be available in Sterling, Dollar or euro (as provided in the relevant B Facility Accession Deed) provided that any B Facility shall be drawn in a single drawing and in a single currency, in an aggregate principal amount for all B Facilities of not more than £750,000,000; and

(c)                           to the UK Borrowers, a revolving loan facility in a maximum aggregate principal amount of £250,000,000 (the “Revolving Facility”) which shall be available for drawing in euro, Dollars, Sterling or any Optional Currency subject to the utilisation in full of the A Facility.

2.2                                     Increase

(a)                           The Company may by giving prior notice to the Facility Agent by no later than the date falling 5 Business Days after the effective date of a cancellation of:

(i)                              the Available Commitments of a Defaulting Lender in accordance with Clause 10.5 (Right of Cancellation in Relation to a Defaulting Lender); or

(ii)                           the Commitments of a Lender in accordance with Clause 19 (Illegality),

request that the Commitments be increased (and the Commitments under that Facility shall be so increased) in an aggregate amount in the relevant currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

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(A)                     the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities other than any member of the Group (each an “Increase Lender”) selected by the Company (each of which shall be acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume as if it had been an Original Lender;

(B)                       each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(C)                       each Increase Lender shall become a party to this Agreement as a “Lender” and any Increase Lender and each of the other Relevant Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Relevant Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(D)                      the Commitments of the other Lenders shall continue in full force and effect; and

(E)                        any increase in the Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)                          An increase in the Commitments will only be effective on:

(i)                              the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;

(ii)                           in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)                     the Increase Lender entering into the documentation required for it to accede as a party to the Group Intercreditor Agreement, HYD Intercreditor Agreement and Security Trust Agreement; and

(B)                       the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company, the Increase Lender and each L/C Bank; and

(iii)                        in the case of an increase in the Revolving Facility Commitments, each L/C Bank consenting to their increase.

(c)                           Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

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(d)                          Clause 37.7 (Transfer Deed) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)                              a “Transferor” were references to all the Lenders immediately prior to the relevant increase;

(ii)                           the “New Lender” were references to that “Increase Lender”; and

(iii)                        a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.3                                     Purpose

(a)                           The A Facility and each B Facility shall be applied:

(i)                              towards financing the repayment in full of all amounts due and payable under the Existing Senior Credit Facilities Agreement (including in each case without limitation, by way of principal, interest, break costs, fees and expenses, legal fees, commission and any other premiums);

(ii)                           towards financing any fees, costs and expenses (including, without limitation, legal fees) due and payable under the Relevant Finance Documents and any other fees, costs and expenses (including, without limitation, legal fees) incurred by the Obligors in connection with the negotiation and preparation of the Relevant Finance Documents; and

(iii)                        to the extent any amounts remain after application in accordance with paragraphs (i) and (ii) above, for the general corporate purposes of the Bank Group, including without limitation repayment of the 2014 High Yield Notes.

(b)                          The Revolving Facility shall be applied for the purposes of financing the ongoing working capital requirements and the general corporate purposes of the Bank Group and may be utilised by way of Revolving Facility Advances, Documentary Credits or, subject to the provisions of Clause 6 (Ancillary Facilities), Ancillary Facilities.

(c)                           Each Borrower shall apply all amounts borrowed under this Agreement in or towards satisfaction of the purposes referred to in paragraphs (a) and (b) above (as applicable) and none of the Relevant Finance Parties shall be obliged to concern themselves with such application.

2.4                                     Relevant Finance Parties’ Rights and Obligations

(a)                           The obligations of each Relevant Finance Party under the Relevant Finance Documents are several.  Failure by a Relevant Finance Party to perform its obligations under the Relevant Finance Documents does not affect the obligations of any other party under the Relevant Finance Documents.  No Relevant Finance Party is responsible for the obligations of any other Relevant Finance Party under the Relevant Finance Documents.

(b)                          The rights of each Relevant Finance Party under or in connection with the Relevant Finance Documents are separate and independent rights and any debt arising under the Relevant Finance Documents to a Relevant Finance Party from an Obligor shall be a separate and independent debt.

(c)                           A Relevant Finance Party may, except as otherwise stated in the Relevant Finance Documents, separately enforce its rights under the Relevant Finance Documents.

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2.5                                     Additional Facility

(a)                           The Company may notify the Facility Agent by no less than 5 Business Days notice that it wishes to establish one or more additional facilities (each an “Additional Facility”) by delivery to the Facility Agent of a duly completed Additional Facility Accession Deed, duly executed by the Company, each Additional Facility Lender for the Additional Facility and each Additional Facility Borrower for the relevant Additional Facility, provided, in respect of each Additional Facility, that:

(i)                              no Event of Default is continuing;

(ii)                           the terms of that Additional Facility provide that no Utilisation may be made if, at the time of such Utilisation, an Event of Default is continuing or would result from such Utilisation;

(iii)                        the Final Maturity Date applicable to that Additional Facility shall be no earlier than 31 December 2015 and, in the event that such Additional Facility provides for any scheduled repayments prior to 31 December 2015, the weighted average life to maturity of such Additional Facility shall not be shorter than the weighted average life to maturity of any A Facility outstanding under this Agreement at the time of establishment of such Additional Facility;

(iv)                       each Additional Facility Borrower for that Additional Facility is an existing Obligor;

(v)                          the principal amount, interest rate, Final Maturity Date, use of proceeds, repayment schedule, availability, fees and related provisions and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency, the Facility Agent) and set out in the relevant Additional Facility Accession Deed;

(vi)                       with respect to any Additional Facility the proceeds of which are not applied in repayment or prepayment of any of the Facilities or Existing Financial Indebtedness (in each case, in whole or in part), the Company can demonstrate that (A) the pro forma Leverage Ratio (giving effect to such incurrence and the use of proceeds thereof) on the Quarter Date prior to such incurrence (giving pro forma effect to any movement of cash out of the Bank Group since such date pursuant to Clause 25.5 (Dividends, Distributions and Share Capital) and any Permitted Payments) would not exceed the Leverage Ratio required in order to incur any Financial Indebtedness pursuant to Clause 25.4(p) (Financial Indebtedness) and (B) the pro forma ratio of Consolidated Senior Net Debt (giving effect to such incurrence and the use of proceeds thereof and giving pro forma effect to any movement of cash out of the Bank Group since such date pursuant to Clause 25.5 (Dividends, Distributions and Share Capital) and any Permitted Payments) to Consolidated Operating Cashflow for the Quarter Date prior to such incurrence would not exceed the ratio set out in Clause 25.2(o) (Negative Pledge) for the Quarter Date following such incurrence;

(vii)                    the relevant Additional Facility Accession Deed shall specify whether that Additional Facility is in form of a term loan or a revolving loan, provided that an Additional Facility shall only be permitted to be established in the form of a revolving facility if (A) the Revolving Facility Commitments at such time are equal to zero and (B) the aggregate principal amount of all revolving facility commitments under this Agreement do not exceed £500 million at any time;

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