Exhibit 4.16


 


EXECUTION
VERSION


 


VIRGIN MEDIA FINANCE PLC,

as Issuer


 


VIRGIN MEDIA INC.,


 


VIRGIN MEDIA HOLDINGS INC.,


 


VIRGIN MEDIA GROUP LLC,


 


VIRGIN MEDIA (UK) GROUP, INC.,


 


VIRGIN MEDIA COMMUNICATIONS LIMITED,


 


VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED,

as Guarantors


 


each as pursuant to the original Indenture
dated as of April 13, 2004 

as amended by the First Supplemental Indenture dated as of October 5, 2006
and the Second Supplemental Indenture dated as of October 30, 2006


 


VIRGIN MEDIA INVESTMENTS LIMITED


 


as
new Senior Subordinated Subsidiary Guarantor


 


9.75% Senior Notes due 2014


8.75% Senior Notes due 2014


8.75% Senior Notes due 2014


 


	
  


  

  
	
   

  
	
  THIRD SUPPLEMENTAL INDENTURE

  
	
   

  
	
  Dated as of
  December 30, 2009

  
	
   

  
	
  


  

  
	
   

  
	
  THE BANK OF NEW YORK
  MELLON

  
	
   

  
	
  as Trustee

  
	
   

  
	
  


  

  



 


 

















 


THIRD
SUPPLEMENTAL INDENTURE, dated as of December 30, 2009 (this “Third Supplemental Indenture”), by and among Virgin Media
Finance PLC (formerly known as NTL Cable PLC), a public limited company
organized under the laws of England and Wales (the “Issuer”),
Virgin Media Inc. (formerly known as NTL
Incorporated), a Delaware corporation, Virgin Media Holdings Inc.
(formerly known as NTL Holdings Inc.), a Delaware corporation, Virgin Media
(UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.), a Delaware
corporation, Virgin Media Group LLC (formerly known as NTL:Telewest LLC), a Delaware limited liability company, Virgin
Communications Limited (formerly known as NTL Communications Limited), a
limited company organized under the laws of England and Wales (together, the “Senior Guarantors”), Virgin Media
Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited), a limited company organized under the laws of England and Wales (the “Original Senior Subordinated Subsidiary Guarantor”),
(together with the Senior Guarantors, the “Original Note Guarantors”), as
guarantors under the indenture dated as of April 13, 2004 (the “Original Indenture”), providing for the creation and issuance by the
Issuer of its sterling-denominated 9.75% Senior Notes due 2014, U.S.
dollar-denominated 8.75% Senior Notes due 2014, and euro-denominated 8.75%
Senior Notes due 2014 (collectively, the “Notes”),
as amended by the first supplemental indenture dated as of October 5, 2006
(the “First Supplemental Indenture”)
and the second supplemental indenture dated as of October 30, 2006 (the “Second Supplemental Indenture”), Virgin Media Investments
Limited, a limited company
organized under the laws of England and Wales, as the new senior subordinated subsidiary guarantor (the “New Senior Subordinated Subsidiary Guarantor”), and such other persons as may from time to time become a party
to the Indenture as a guarantor as provided therein (together, the “Note Guarantors”), and The Bank of New York Mellon
(formerly known as The Bank of New York), a New York banking company, as
trustee (the “Trustee”).  All references to the “Indenture” shall be to the Original Indenture as
amended by the First Supplemental Indenture, the Second Supplemental Indenture
and, as applicable, this Third Supplemental Indenture.  All capitalized terms used but not
defined herein shall have the meanings specified in the Indenture.


 


WHEREAS, the Issuer, the Original Note Guarantors and the Trustee have
heretofore executed and delivered, as applicable, the Original Indenture, the
First Supplemental Indenture and the Second Supplemental Indenture;


 


WHEREAS, under Section 5.01(b) of
the Indenture, a Note Guarantor is not permitted to convey, transfer or lease
all or substantially all of its assets to any Person unless, among other
things, such transferee Person will expressly assume, by a supplemental
indenture, executed and delivered to the Trustee, all the obligations of such
Note Guarantor under its Note Guarantee;


 


WHEREAS, the Original Senior Subordinated Subsidiary Guarantor intends
to transfer all or substantially all of its assets to the New Senior
Subordinated Subsidiary Guarantor;


 


WHEREAS, the purpose of this Third Supplemental Indenture is for the New Senior Subordinated
Subsidiary Guarantor
to expressly assume all obligations of the Original Senior Subordinated
Subsidiary Guarantor under its Note Guarantee in accordance with Section 5.01(b) of
the Indenture by becoming a party to the Indenture as a Senior Subordinated
Subsidiary Guarantor and issuing a senior subordinated guarantee in the form of
Exhibit A to this


 

















 


Third Supplemental Indenture (the “New Senior Subordinated Subsidiary Guarantee”)
and to make certain conforming changes to the Indenture to reflect the New Senior Subordinated
Subsidiary Guarantor
becoming a party thereto (the “Indenture
Amendments”); and


 


WHEREAS, notwithstanding such assumption by the New Senior Subordinated Subsidiary Guarantor of all
obligations of the Original Senior Subordinated Subsidiary Guarantor under its
Note Guarantee, the Original Senior Subordinated Subsidiary Guarantor will not
be released from any such obligations and will, jointly and severally with the
New Senior Subordinated Subsidiary Guarantor, continue to be liable for such
obligations and will also execute and deliver the New Senior Subordinated
Subsidiary Guarantee.


 


NOW,
THEREFORE, in consideration of the premises hereof, the parties have executed
and delivered this Third Supplemental Indenture, and the Issuer, the Original
Note Guarantors, the New Senior Subordinated Subsidiary Guarantor and the Trustee agree for the
benefit of each other and for the equal and ratable benefit of the Holders, as
follows:


 


SECTION 1.
 Assumption of Obligations; New Senior
Subordinated Subsidiary Guarantee


 


(A)                              The New Senior Subordinated
Subsidiary Guarantor
hereby becomes a party to the Indenture as a Senior Subordinated Subsidiary
Guarantor and expressly assumes all obligations of the Original Senior
Subordinated Subsidiary Guarantor, jointly and severally with the Original
Senior Subordinated Subsidiary Guarantor, and as such will have all of the
rights and be subject to all of the obligations and agreements of a Senior
Subordinated Subsidiary Guarantor under the Indenture. The New Senior Subordinated
Subsidiary Guarantor
agrees to be bound by all of the provisions of the Indenture applicable to a
Senior Subordinated Subsidiary Guarantor (including, without limitation, Article 11
and Article 12 of the Indenture) and to perform all of the obligations and
agreements of a Senior Subordinated Subsidiary Guarantor under the Indenture.


 


(B)                                Upon execution
of the New Senior Subordinated Subsidiary Guarantee pursuant to clause (D) below
and this Third Supplemental Indenture, the Indenture will be amended in accordance
with Section 2 below and the defined terms “Senior Subordinated Subsidiary
Guarantor” and “Note Guarantor” in the existing Note Guarantees shall include
the New
Senior Subordinated Subsidiary Guarantor, and the defined term “Guarantee”
in the existing Note Guarantees shall include the guarantee executed pursuant
to this Third Supplemental Indenture.


 


(C)              The
form of the senior subordinated subsidiary guarantee attached as Exhibit C
to the Original Indenture, is hereby substituted with the form of the senior
subordinated subsidiary guarantee attached as Exhibit A to this Third
Supplemental Indenture.  For the
avoidance of doubt, any references to Exhibit C in Section 11.01(a) of
the Indenture shall be deemed references to that exhibit as amended by this
Third Supplemental Indenture.


 


(D)             Simultaneously
with the execution and delivery of this Third Supplemental Indenture, the
Original Senior Subordinated Subsidiary Guarantor and the New Senior Subordinated
Subsidiary Guarantor
shall execute and deliver to the Trustee a Note 


 

















 


Guarantee in accordance with Article 11
of the Indenture and in the form attached as Exhibit A to this Third
Supplemental Indenture, which shall replace the Note Guarantee issued by the
Original Senior Subordinated Subsidiary Guarantor on April 13, 2004
pursuant to the Original Indenture.


 


SECTION 2.  Indenture Amendments


 


(A)                              The Indenture
Amendments are as follows:


 


(i)                                     The following
definitions are hereby added to Section 1.01 of the Indenture or, if the
relevant term is already defined, the following definitions replace the
respective definitions in the Indenture:


 


“Senior Subordinated Subsidiary Guarantor”  means each of NTLIH and VMI, and “Senior Subordinated
Subsidiary Guarantors” means both of the Senior Subordinated Subsidiary
Guarantors.  The guarantee of the Notes
by either of the Senior Subordinated Subsidiary Guarantors is referred to as a “Senior
Subordinated Subsidiary Guarantee”, and “Senior Subordinated Subsidiary
Guarantees” means both of such guarantees. Each Senior Subordinated Subsidiary
Guarantee is subject to the provisions of the Intercreditor Deed.


 


“VMI” means Virgin Media Investments
Limited, a limited company organized under the laws of England and Wales.


 


(ii)                              The phrase “the
Senior Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “a
Senior Subordinated Subsidiary Guarantor” as follows: (a) in the
definition of “Designated Senior Indebtedness;” (b) each time such term is
used in paragraph (y) of the definition of “Refinancing Indebtedness;” (c) in
the definition of “Senior Default;” (d) the first, fifth and sixth time
such term is used in the definition of “Senior Indebtedness;” (e) in the
definition of “Senior Payment Default;”(f) the first time such term is
used in the definition of “Senior Subordinated Indebtedness;” (g) in Section 4.10(c)(1);
(h) the first and fifth time such term is used in Section 4.20; (i) in
Section 9.01(a)(4); (j) in Section 9.01(b);  (k) in the second paragraph of Section 9.02;
(l) the first time such term is used in Section 11.02(b); (m) the
first time such term is used in the second paragraph of Section 12.02; (n) the
first, second and fifth time such term is used in Section 12.03; (o) in
Section 12.04; and (p) in the heading and first paragraph of Section 12.05.


 


(iii)                               The phrase “the
Senior Subordinated Subsidiary Guarantor” is hereby replaced with “such Senior
Subordinated Subsidiary Guarantor” as follows: (a) the second, third
fourth, seventh, eighth, ninth, tenth, eleventh and twelfth time such term is
used in the definition of “Senior Indebtedness;” (b) the second, third and
fourth time such term is used in the definition of “Senior Subordinated
Indebtedness;” (c) the second, third, fourth, sixth and seventh time such
term is used in Section 4.20; (d) each time (other than the first
time) such term is used in Section 11.02(b); (e) the second, third,
fourth, sixth, seventh, eighth, ninth and tenth time such term is used in Section 12.01;
(f) the second and third time such term is used in the second paragraph of
Section 12.02; and (g) the third, fourth and sixth time such term is
used in Section 12.03.


 


(iv)                              The phrase “the
Senior Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “each
Senior Subordinated Subsidiary Guarantor” as follows: (a) in the 


 

















 


definition of “Note Guarantor;” (b) in the definition of “Subsidiary
Guarantor;” (c) the first time such term is used in Section 11.01(e);
(d) in Section 11.01(h); and (e) the first and fifth time such
term is used in Section 12.01.


 


(v)                                 The phrase “Senior
Subordinated Subsidiary Guarantee” is hereby replaced with the phrase “Senior
Subordinated Subsidiary Guarantees”: (a) in Section 4.09(b)(3); (b) in
the penultimate sentence of Section 11.01(a); and (c) in the heading
of Article 12.


 


(vi)                              The phrase “Senior
Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “Senior
Subordinated Subsidiary Guarantors” in the first sentence of Section 9.02.


 


(vii)                           The phrase “the
Senior Subordinated Subsidiary Guarantee” is hereby replaced with the phrase “such
Senior Subordinated Subsidiary Guarantee”: (a) the second time such term
is used in Section 4.20; and (b) in the final paragraph of Section 11.02(b).


 


(viii)                    The phrase “or
the “Senior Subordinated Subsidiary Guarantor”“
is hereby deleted from the first paragraph of the preamble.


 


SECTION 3.  Miscellaneous


 


(A)            Except
as hereby expressly amended, the Indenture is in all respects ratified and
confirmed and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.  This
Third Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby.


 


(B)                                THIS THIRD
SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY).


 


(D)                               All agreements
of the Issuer, the Original Note Guarantors and the New Senior Subordinated Subsidiary Guarantor
in this Third Supplemental Indenture shall bind their respective
successors.  All agreements of the
Trustee in this Third Supplemental Indenture shall bind its successors.


 


(E)                                 In case any
provision in this Third Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions hereof or of the Indenture shall not in any way be affected or impaired
thereby.


 


(F)                                 The parties may
sign any number of copies of this Third Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement, binding on the parties
hereto.


 


(G)                                The titles and
headings of the sections of this Third Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of 


 

















 


this Third Supplemental Indenture, and shall in no way modify or
restrict any of the terms or provisions hereof.


 


(H)                               The Trustee
shall not be responsible in any manner for or in respect of, and makes no
representation as to, the validity, adequacy or sufficiency of this Third
Supplemental Indenture, the New Senior Subordinated Subsidiary Guarantee or the
recitals contained herein, all of which recitals are made by the Issuer, the
Original Note Guarantors and the New Senior Subordinated Subsidiary Guarantor
solely.


 


[Signature pages follow]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the date first written above.


 


SIGNATURES


 


	
  VIRGIN
  MEDIA FINANCE PLC

  	
   

  	
  VIRGIN
  MEDIA COMMUNICATIONS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  	
   

  	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  
	
   

  	
  Name:
  Robert Mackenzie

  	
   

  	
   

  	
  Name:
  Robert Mackenzie

  
	
   

  	
  Title:
  Director

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VIRGIN
  MEDIA INC.

  	
   

  	
  VIRGIN
  MEDIA INVESTMENT HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  BRYAN HALL

  	
   

  	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  
	
   

  	
  Name:
  Bryan H. Hall

  	
   

  	
   

  	
  Name:
  Robert Mackenzie

  
	
   

  	
  Title:
  Secretary

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VIRGIN
  MEDIA HOLDINGS INC.

  	
   

  	
  VIRGIN
  MEDIA INVESTMENTS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  BRYAN HALL

  	
   

  	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  
	
   

  	
  Name:
   Bryan H. Hall

  	
   

  	
   

  	
  Name:
  Robert Mackenzie

  
	
   

  	
  Title:
   Secretary

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VIRGIN
  MEDIA (UK) GROUP, INC.

  	
   

  	
  VIRGIN
  MEDIA GROUP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  	
   

  	
  By:
  

  	
  /s/
  BRYAN HALL

  
	
   

  	
  Name:
   Robert Mackenzie

  	
   

  	
   

  	
  Name:
  Bryan H. Hall

  
	
   

  	
  Title:
   President

  	
   

  	
   

  	
  Title:
   Secretary

  



 


[Supplemental Indenture]


 

















 


	
  THE BANK OF NEW YORK MELLON  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  MICHAEL LEE  

  	
   

  	
   

  
	
   

  	
  Name:
  Michael Lee 

  	
   

  	
   

  
	
   

  	
  Title:
  Senior Associate

  	
   

  	
   

  



 


[Supplemental Indenture]


 

















 


EXHIBIT A


 


FORM OF SUBORDINATED
GUARANTEE


 


For
value received, each of the undersigned (the “Senior Subordinated Subsidiary
Guarantors”), to the extent set forth in and subject to the terms of the
Indenture, dated as of April 13, 2004 as amended by a first supplemental
indenture dated as of October 5, 2006, a second supplemental indenture
dated as of October 30, 2006 and as amended or supplemented from time to
time (the “Indenture”), among Virgin Media Finance PLC (formerly known as NTL
Cable PLC), a public limited company organized under the laws of England and
Wales (the “Issuer”), Virgin Media Inc. (formerly known as NTL Incorporated), a
Delaware corporation (“Parent”), Virgin Media Group LLC (formerly known as
NTL:Telewest Group LLC), a Delaware limited liability company, Virgin Media
Holdings Inc. (formerly known as NTL Holdings Inc.), a Delaware corporation, as
successor to Communications Cable Funding Corp., Virgin Media (UK) Group, Inc.
(formerly known as NTL (UK) Group, Inc.), a Delaware corporation, Virgin
Media Communications Limited (formerly known as NTL Communications Limited), a
limited company organized under the laws of England and Wales, Virgin Media
Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited), a limited company organized under the laws of England and Wales,
Virgin Media Investments Limited, a limited company organized under the laws of
England and Wales, and The Bank of New York Mellon (formerly known as The Bank
of New York), as trustee (the “Trustee”),
hereby jointly and severally with each other Note Guarantor irrevocably and
unconditionally guarantees to each Holder and to the Trustee and its successors
and assigns (1) the full and punctual payment when due, whether at Stated
Maturity, by acceleration, by redemption or otherwise, of all obligations of
the Issuer under the Indenture (including obligations to the Trustee) and the
Notes, whether for payment of principal of or interest on or premium or Special
Interest, if any, on the Notes and all other monetary obligations of the Issuer
under the Indenture and the Notes and (2) the full and punctual
performance within applicable grace periods of all other obligations of the
Issuer whether for fees, expenses, indemnification or otherwise under the
Indenture and the Notes (all the foregoing being hereinafter collectively
called the “Guaranteed Obligations”).  Each Senior Subordinated Subsidiary Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice or further assent from such Senior
Subordinated Subsidiary Guarantor, and that such Senior Subordinated Subsidiary
Guarantor shall remain bound under this Guarantee notwithstanding any extension
or renewal of any Guaranteed Obligation.


 


The
obligations of each Senior Subordinated Subsidiary Guarantor to the Holders and
to the Trustee pursuant to this Guarantee and the Indenture are expressly set
forth in Article 11 and Article 12 of the Indenture, and reference is
hereby made to the Indenture for the precise terms and limitations of this
Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by
accepting such Note, agrees to and shall be bound by such provisions.


 


Each
Senior Subordinated Subsidiary Guarantee will be limited to an amount not to
exceed the maximum amount that can be guaranteed by such Senior Subordinated
Subsidiary 


 

















 


Guarantor
without rendering such Senior Subordinated Subsidiary Guarantee voidable under
applicable law relating to ultra vires, fraudulent conveyance, fraudulent
transfer, corporate benefit or similar laws affecting the rights of creditors
generally.


 


[Signatures on following page]


 

















 


IN
WITNESS WHEREOF, the Senior Subordinated Subsidiary Guarantors have caused this
Guarantee to be signed by a duly authorized officer.


 


 


	
  VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  VIRGIN
  MEDIA INVESTMENTS LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Senior Subordinated Subsidiary Guarantee]