Exhibit
4.10


 


Execution
Version


 


RELEASE OF NOTE GUARANTEE


 


RELEASE OF NOTE GUARANTEE
(this “Release”), dated as of June 10,
2010, entered into by and among Virgin Media Secured Finance PLC, a company
incorporated in England and Wales (the “Issuer”); Virgin
Media Television Rights Limited, a company incorporated in England and Wales (“VMTVR”); Virgin Media Television Limited, a company
incorporated in England and Wales (“VMTV”);
Challenge TV, a company registered in England and Wales (“Challenge”);
Bravo TV Limited, a company registered in England and Wales (“Bravo”); Living TV Limited, a company registered in England
and Wales (“Living”); Trouble TV Limited, a
company registered in England and Wales (“Trouble”, and
together with VMTVR, VMTV, Challenge, Bravo and Living, the “Released Guarantors”) and The Bank of New
York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture (referred to below).


 


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


 


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


 


WHEREAS, the Released
Guarantors have been released and discharged from the relevant guarantee
obligations under the Existing Credit Facility pursuant to a Deed of Release
(the “Credit Facility Release”), dated as of June 10,
2010, between, inter alia, the Security Trustee
and the Released Guarantors, which is attached hereto as Exhibit A;


 


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


 


1.                                      Pursuant to Section 11.08(b)(4)(B) of
the Indenture, upon and subject to the release of the Released Guarantors’
guarantee obligations under the Existing Credit Facility pursuant to the Credit
Facility Release, the Note Guarantee of each of the Released Guarantors is released
and discharged, and each of the Released Guarantors is released and discharged from
its obligations under its Note Guarantee and the Indenture.


 


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


 

















 


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


 


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


 


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


 


(signature
pages follow)


 

















 


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 TELEVISION
  RIGHTS LIMITED

  
	
   

  	
  By: Virgin Media Directors
  Limited, its director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT GALE

  
	
   

  	
   

  	
  Name: Robert Gale

  
	
   

  	
   

  	
  Title:   Director of Virgin Media Directors

  
	
   

  	
   

  	
   

  
	
   

  	
  VIRGIN MEDIA TELEVISION
  LIMITED

  
	
   

  	
  By: Virgin Media Directors
  Limited, its director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT GALE

  
	
   

  	
   

  	
  Name: Robert Gale

  
	
   

  	
   

  	
  Title:   Director of Virgin Media Directors

  
	
   

  	
   

  	
   

  
	
   

  	
  CHALLENGE TV

  
	
   

  	
  By: Virgin Media Directors
  Limited, its director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT GALE

  
	
   

  	
   

  	
  Name: Robert Gale

  
	
   

  	
   

  	
  Title:   Director of Virgin Media Directors

  
	
   

  	
   

  	
   

  
	
   

  	
  BRAVO TV LIMITED

  
	
   

  	
  By: Virgin Media Directors
  Limited, its director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT GALE

  
	
   

  	
   

  	
  Name: Robert Gale

  
	
   

  	
   

  	
  Title:   Director of Virgin Media Directors

  
	
   

  	
   

  	
   

  
	
   

  	
  LIVING TV LIMITED

  
	
   

  	
  By: Virgin Media Directors
  Limited, its director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT GALE

  
	
   

  	
   

  	
  Name: Robert Gale

  
	
   

  	
   

  	
  Title:   Director of Virgin Media Directors

  
	
   

  	
   

  	
   

  
	
   

  	
  TROUBLE TV LIMITED

  
	
   

  	
  By: Virgin Media Directors
  Limited, its director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT GALE

  
	
   

  	
   

  	
  Name: Robert Gale

  
	
   

  	
   

  	
  Title:   Director of Virgin Media Directors

  



 

















 


	
   

  	
  THE BANK OF NEW YORK
  MELLON,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL LEE

  
	
   

  	
   

  	
  Name: Michael Lee

  
	
   

  	
   

  	
  Title:   Senior Associate