Exhibit
4.9


 


EXECUTION
VERSION


 


RELEASE OF NOTE GUARANTEE


 


RELEASE OF NOTE GUARANTEE
(this “Release”), dated as of April 29,
2010, entered into by and among Virgin Media Secured Finance PLC, a company
incorporated in England and Wales (the “Issuer”), Virgin
Media Dover LLC (the “Released Guarantor”)
and The Bank of New York Mellon as trustee under the Indenture referred to
below (the “Trustee”). Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Indenture (referred to below).


 


RECITALS


 


WHEREAS, the Issuer and the Note
Guarantors (as defined in the Indenture referred to below) have heretofore
executed and delivered to the Trustee an indenture (as amended and
supplemented, the “Indenture”),
dated as of January 19, 2010, providing for the issuance of $1,000,000,000
aggregate principal amount of 6.50% Senior Secured Notes due 2018 and
£875,000,000 aggregate principal amount of 7.00% Senior Secured Notes due 2018 (collectively,
the “Notes”);


 


WHEREAS, under the terms of
the Indenture each of the Note Guarantors (which term includes the Released
Guarantor) unconditionally guaranteed the obligations of the Issuer under the
Indenture and the Notes on the terms and conditions set forth therein (each, a “Note Guarantee”);


 


WHEREAS, Section 11.08(b)(4)(B) of
the Indenture provides that the Note Guarantee of a Subsidiary Guarantor (which
term includes the Released Guarantor) shall be automatically and
unconditionally released and discharged, and each Subsidiary Guarantor and its
obligations under the Note Guarantee, the Indenture, the Collateral Documents
and the Intercreditor Deeds will be released and discharged upon the release or
discharge of such Subsidiary Guarantor from its applicable guarantee
obligations under the Existing Credit Facility (including by reason of
termination of the Existing Credit Facility);


 


WHEREAS, on April 19,
2010, pursuant to a refinancing transaction, the previous Existing Credit
Facility, being the senior facilities agreement entered into by Virgin Media
Inc. and certain of its subsidiaries, including the Released Guarantor, dated March 3,
2006 (as amended and restated from time to time) (the “Terminated
Credit Facility”), was terminated upon the repayment of all amounts outstanding
thereunder;


 


WHEREAS, the Released
Guarantor is not a party to, and has no guarantee obligations under, the new Existing
Credit Facility, being the senior facilities agreement entered into by Virgin
Media Inc. and certain of its subsidiaries dated March 16, 2010 (as amended
and restated from time to time);


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Issuer and the Released
Guarantor mutually covenant and agree, and the Trustee acknowledges as follows:


 


1.                                      Pursuant to Section 11.08(b)(4)(B) of
the Indenture, upon and subject to the release of the Released Guarantor’s
guarantee under the Terminated Credit Facility (by reason of termination of the
Terminated Credit Facility), the Note Guarantee of the Released Guarantor is released
and discharged, and the Released Guarantor is released and discharged from its
obligations under its Note Guarantee and the Indenture.


 


2.                                      The Trustee shall not be
responsible or liable in any manner whatsoever for or in respect of, and makes
no representation as to, the validity, adequacy or sufficiency of this Release
or for or in 


 

















 


respect of the recitals contained herein, all of which recitals are
made solely by the Released Guarantor and the Issuer.


 


3.                                      THIS RELEASE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


4.                                      The parties may sign any
number of copies of this Release.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


(signature
pages follow)


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Release to be duly executed and attested, all
as of the date first above written.


 


	
   

  	
  VIRGIN MEDIA SECURED
  FINANCE PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT MACKENZIE

  
	
   

  	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
   

  	
  Title:   Director

  



 

















 


	
   

  	
  VIRGIN MEDIA DOVER LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. MICHAEL SILVERMAN

  
	
   

  	
   

  	
  Name: M. Michael Silverman

  
	
   

  	
   

  	
  Title:   Director

  



 

















 


	
   

  	
  THE BANK OF NEW YORK
  MELLON,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL LEE

  
	
   

  	
   

  	
  Name: Michael Lee

  
	
   

  	
   

  	
  Title:   Senior Associate