Exhibit 4.1


	
   

  



 


 


SCHEDULE 2


 


 


AMENDED
AND RESTATED HIGH YIELD INTERCREDITOR DEED


 


13 April 2004

as amended and restated on 30 December 2009


 


 


between


 


VIRGIN
MEDIA FINANCE PLC

(FORMERLY KNOWN AS NTL CABLE PLC)

as the Issuer


 


VIRGIN
MEDIA INVESTMENT HOLDINGS LIMITED

(FORMERLY KNOWN AS NTL INVESTMENT HOLDINGS LIMITED)

As the Borrower and High Yield Guarantor




DEUTSCHE
BANK AG, LONDON BRANCH

As Facility Agent


 


THE
BANK OF NEW YORK MELLON

(FORMERLY KNOWN AS THE BANK OF NEW YORK)

As High Yield Trustee


 


	
   

  



 


White & Case LLP


5 Old Broad Street


London  EC2N 1DW


 

















 


	
  1.

  	
  INTERPRETATION

  	
  1

  
	
   

  	
  1.1

  	
  Terms Defined

  	
  1

  
	
   

  	
  1.2

  	
  Definitions

  	
  1

  
	
   

  	
  1.3

  	
  References

  	
  9

  
	
   

  	
  1.4

  	
  Construction

  	
  10

  
	
  2.

  	
  PRIORITIES AND SUBORDINATION

  	
  10

  
	
   

  	
  2.1

  	
  Priorities and Subordination

  	
  10

  
	
   

  	
  2.2

  	
  Priorities not affected

  	
  11

  
	
   

  	
  2.3

  	
  Liabilities not affected

  	
  11

  
	
  3.

  	
  UNDERTAKINGS

  	
  11

  
	
   

  	
  3.1

  	
  Subordinated Liabilities

  	
  11

  
	
   

  	
  3.2

  	
  Obligations of the Subordinated Creditors

  	
  11

  
	
   

  	
  3.3

  	
  Undertakings to the Security Trustee

  	
  12

  
	
  4.

  	
  PERMITTED PAYMENTS

  	
  12

  
	
   

  	
  4.1

  	
  Permitted Payments prior to the Senior Discharge Date

  	
  12

  
	
   

  	
  4.2

  	
  Suspension of Permitted Payments prior to the Senior Discharge Date

  	
  13

  
	
  5.

  	
  TURNOVER

  	
  14

  
	
   

  	
  5.1

  	
  Turnover

  	
  14

  
	
   

  	
  5.2

  	
  Subrogation

  	
  15

  
	
   

  	
  5.3

  	
  Failure of Trusts

  	
  15

  
	
  6.

  	
  ENFORCEMENT

  	
  16

  
	
   

  	
  6.1

  	
  Restrictions on Enforcement

  	
  16

  
	
   

  	
  6.2

  	
  Permitted Enforcement

  	
  16

  
	
   

  	
  6.3

  	
  Authorisation to Security Trustee

  	
  17

  
	
   

  	
  6.4

  	
  Application of Proceeds

  	
  18

  
	
   

  	
  6.5

  	
  Release of Security on Enforcement

  	
  19

  
	
   

  	
  6.6

  	
  Disposals

  	
  21

  
	
   

  	
  6.7

  	
  Non-cash Distributions

  	
  21

  
	
   

  	
  6.8

  	
  Sums received by an Obligor

  	
  21

  
	
   

  	
  6.9

  	
  Certificates

  	
  21

  
	
   

  	
  6.10

  	
  Conversion of Currencies

  	
  22

  
	
   

  	
  6.11

  	
  Preservation of Liabilities

  	
  22

  
	
  7.

  	
  SUBORDINATION ON INSOLVENCY

  	
  22

  
	
   

  	
  7.1

  	
  Subordination

  	
  22

  
	
   

  	
  7.2

  	
  Filing of claims

  	
  22

  
	
   

  	
  7.3

  	
  Distributions

  	
  23

  
	
   

  	
  7.4

  	
  Voting

  	
  23

  
	
  8.

  	
  NEW SENIOR LIABILITIES

  	
  23

  
	
   

  	
  8.1

  	
  New Senior Liabilities

  	
  23

  
	
   

  	
  8.2

  	
  Designated Senior Liabilities

  	
  24

  
	
  9.

  	
  APPROPRIATION

  	
  24

  
	
  10.

  	
  POWERS OF ATTORNEY

  	
  24

  
	
   

  	
  10.1

  	
  Appointment by the Creditors

  	
  24

  
	
   

  	
  10.2

  	
  Appointment by the Obligors

  	
  24

  
	
   

  	
  10.3

  	
  Ratification of Acts

  	
  25

  
	
  11.

  	
  COSTS AND EXPENSES

  	
  25

  
	
  12.

  	
  CHANGES TO THE PARTIES

  	
  25

  
	
   

  	
  12.1

  	
  Binding Nature

  	
  25

  
	
   

  	
  12.2

  	
  No Assignment by Obligors

  	
  25

  



 

















 


	
   

  	
  12.3

  	
  Hedge Obligors

  	
  25

  
	
   

  	
  12.4

  	
  Hedge Counterparties

  	
  25

  
	
   

  	
  12.5

  	
  New Creditors

  	
  25

  
	
   

  	
  12.6

  	
  New Parties

  	
  26

  
	
   

  	
  12.7

  	
  Resignation or Removal of Senior Agent, Security Trustee or High Yield
  Trustee

  	
  26

  
	
  13.

  	
  PROVISIONS RELATING TO OBLIGORS

  	
  26

  
	
  14.

  	
  NOTICES

  	
  26

  
	
   

  	
  14.1

  	
  Communication of Notices

  	
  26

  
	
   

  	
  14.2

  	
  Delivery of Notices

  	
  26

  
	
  15.

  	
  REMEDIES, WAIVERS & AMENDMENTS

  	
  27

  
	
   

  	
  15.1

  	
  No Waiver

  	
  27

  
	
   

  	
  15.2

  	
  Amendments

  	
  27

  
	
   

  	
  15.3

  	
  Technical Amendments

  	
  27

  
	
   

  	
  15.4

  	
  Amendments to Security Documents

  	
  27

  
	
   

  	
  15.5

  	
  Amended Deed

  	
  28

  
	
  16.

  	
  TERMINATION

  	
  28

  
	
  17.

  	
  ENGLISH LANGUAGE

  	
  28

  
	
  18.

  	
  PARTIAL INVALIDITY

  	
  28

  
	
  19.

  	
  THIRD PARTY RIGHTS

  	
  28

  
	
  20.

  	
  HIGH YIELD TRUSTEE

  	
  29

  
	
   

  	
  20.1

  	
  Reliance on Certificates

  	
  29

  
	
   

  	
  20.2

  	
  Liability

  	
  29

  
	
   

  	
  20.3

  	
  High Yield Trustee Direct Claims

  	
  29

  
	
   

  	
  20.4

  	
  No Action

  	
  30

  
	
   

  	
  20.5

  	
  No Fiduciary Duty

  	
  30

  
	
   

  	
  20.6

  	
  Provisions survive Termination

  	
  30

  
	
   

  	
  20.7

  	
  Other Parties Not Affected

  	
  30

  
	
   

  	
  20.8

  	
  Notices of Representative

  	
  30

  
	
  21.

  	
  COUNTERPARTS

  	
  30

  
	
  22.

  	
  GOVERNING LAW

  	
  30

  
	
  23.

  	
  JURISDICTION

  	
  30

  
	
   

  	
  23.1

  	
  Courts of England

  	
  30

  
	
   

  	
  23.2

  	
  Waiver of Indemnity

  	
  31

  
	
   

  	
  23.3

  	
  Service of Process

  	
  31

  
	
   

  	
  23.4

  	
  Proceedings in Other Jurisdictions

  	
  31

  
	
   

  	
  23.5

  	
  General Consent

  	
  31

  
	
   

  	
  23.6

  	
  Waiver of Immunity

  	
  31

  
	
  SCHEDULE 1  DEED OF ACCESSION

  	
  32

  
	
   

  	
   

  
	
  SCHEDULE 2
  FORM OF DEFAULT NOTICE

  	
  33

  
	
   

  	
   

  
	
  SCHEDULE 3 ADDRESS FOR NOTICES

  	
  35

  



 


3

















 


THIS INTERCREDITOR DEED is dated 13 April 2004,
as amended and restated on 30 December 2009, between the following
parties:


 


(1)                                  VIRGIN MEDIA FINANCE PLC (formerly known as
NTL Cable PLC)  (in its capacity as
issuer of the High Yield Notes, the “Issuer”);


 


(2)                                  VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED (formerly
known as NTL Investment Holdings Limited) (in its capacity as borrower under
the Senior Facilities Agreement or any Refinancing Facilities Agreement, the “Borrower”, and in its capacity as high
yield guarantor, the “Original  High Yield Guarantor”);


 


(3)                                  DEUTSCHE BANK AG, LONDON BRANCH (in
its capacity as facility agent for the Senior Lenders under the Senior
Facilities Agreement and successor to Credit Suisse First Boston in such
capacity, the “Original Facility Agent”);


 


(4)                                  DEUTSCHE BANK AG, LONDON BRANCH (in
its capacity as security trustee under the Senior Facilities Agreement and
successor to Credit Suisse First Boston in such capacity, the “Original Security Trustee”);


 


(5)                                  THE BANK OF NEW YORK MELLON (formerly known as
The Bank of New York)  (in its
capacity as trustee under the Original High Yield Indentures, the “Original High Yield Trustee”);


 


(6)                                  THE SENIOR LENDERS (as defined below);


 


(7)                                  THE INTERGROUP DEBTOR (as defined
below); and


 


(8)                                  THE INTERGROUP CREDITOR (as defined
below).


 


IT IS AGREED as follows:


 


1.                                      INTERPRETATION


 


1.1                               Terms Defined


 


Terms defined in the Senior Facilities Agreement or (once the facilities
made available under the Senior Facilities Agreement have been refinanced in
full) any Refinancing Facilities Agreement (each as defined below) shall have
the same meaning when used in this Deed unless otherwise defined herein.


 


1.2                               Definitions


 


In this Deed the following terms have the meanings given to them in this
Clause.


 


“Additional High Yield Guarantor”
means any direct or indirect subsidiary of the Issuer that grants a High Yield
Guarantee and is designated by the Original High Yield Guarantor as an “Additional
High Yield Guarantor” by written notice to the Senior Agent and the Security
Trustee and, to the extent not already a party hereto, accedes to this Deed as
an Obligor pursuant to Clause 12.6 (New
Parties).


 


“Additional Liability”
means in relation to a Liability, any liability which arises or is incurred as
a result of or in connection with:


 


(a)                                  any
deferral, extension, novation or refinancing of such Liability;


 


1

















 


(b)                                  any
claim for damages, restitution or otherwise made in connection with such
Liability;


 


(c)                                  any
claim against an Obligor resulting from a recovery by such Obligor or any other
person of a payment or discharge in respect of such Liability on the grounds of
preference or otherwise; or


 


(d)                                  any amount
(such as post-insolvency interest) which would be included in any of the
foregoing but for any discharge, non-provability, unenforceability or
non-allowability of the same in any insolvency or other proceedings.


 


“Bank Group Default” means any Event of
Default (as defined in the Senior Facilities Agreement or any Refinancing
Facilities Agreement).


 


“Closing Transactions”
means:


 


(a)                                  the
giving of a guarantee by an Obligor to, or for the benefit of, any Secured
Creditor under or pursuant to the Senior Facilities Agreement by way of
accession thereto;


 


(b)                                  the
giving of security by an Obligor to, or for the benefit of, any Secured
Creditor pursuant to the Security Documents; and


 


(c)                                  the
giving of the High Yield Guarantee or any guarantee of the High Yield Notes by
any holding company of the Issuer.


 


“Creditors” means the
Senior Finance Parties and the Subordinated Creditors and any person that
becomes party to this Deed in any such capacity pursuant to Clause 12 (Changes to the Parties).


 


“Deed of Accession” means a
Deed of Accession substantially in the form set out in Schedule 1 (Deed of Accession) or in such other form
as the Senior Agent and the Borrower shall agree.


 


“Default Notice” means a
written notice substantially in the form set out in Schedule 2 (Form of Default Notice).


 


“Designated Senior Default”
means any event of default in respect of Designated Senior Liabilities.


 


“Designated Senior Liabilities”
means all liabilities of the Obligors (or any of them) which have been
designated as such by the Borrower in accordance with Clause 8.2 (Designated Senior Liabilities).


 


“Enforcement Action” has
the meaning given to it in Clause 6.3 (Authorisation
to Security Trustee).


 


“Fees” means any fees,
expenses, costs or commissions payable to any of the Senior Finance Parties by
any Obligor under or pursuant to any one or more of the Senior Finance
Documents.


 


“Final Discharge Date”
means the later of the Senior Discharge Date and the High Yield Discharge Date.


 


“Hedge Counterparty” means
each party to a Hedging Agreement which:


 


(a)                                  was a
Senior Lender (or Affiliate thereof) on the date such Hedging Agreement was
entered into or was another bank or financial institution acceptable to the
Borrower and the Facility Agent on the date such Hedging Agreement was entered
into; and


 


(b)                                  accedes
to this Deed in accordance with the provisions of Clause 12 (Changes to the Parties),


 


2

















 


and “Hedge Counterparties”
means all such parties.


 


“Hedge Obligor” means any
member of the Bank Group that has entered into a Hedging Agreement.


 


“Hedging Agreement” means a
Hedging Agreement (as defined in the Senior Facilities Agreement or any
Refinancing Facilities Agreement) entered into in accordance with the
requirements of Clause 24.10 (Hedging)
of the Senior Facilities Agreement or any corresponding provision of any
Refinancing Facilities Agreement and in respect of which the obligations
assumed by the Hedge Obligor party thereto are the subject of Security.


 


“Hedging Finance Documents”
means each Hedging Agreement entered into between a Hedge Counterparty and a
Hedge Obligor and the Security Documents.


 


“Hedging Liabilities” means
all present and future obligations and liabilities (whether actual or
contingent and whether owed jointly or severally or in any other capacity
whatsoever) of any Hedge Obligor to any Hedge Counterparty under or in
connection with the Hedging Finance Documents together with any related
Additional Liabilities owed to any Hedge Counterparty and together also with
all costs, charges and expenses incurred by any Hedge Counterparty in
connection with the protection, preservation or enforcement of its rights under
the Hedging Finance Documents.


 


“High Yield Creditor” means
each of the High Yield Noteholders and any successor thereto and any permitted
assigns, transferees or substitutes thereof or therefor and includes any person
to whom any High Yield Debt may be payable or owing (whether or not matured)
from time to time.


 


“High Yield Debt” means all
present and future obligations and liabilities (whether actual or contingent
and whether owed jointly or severally or in any other capacity whatsoever) of
the Issuer and any High Yield Guarantor or any of them to the High Yield
Creditors (or any High Yield Trustee on behalf of the High Yield Creditors) or
any of them under any or all of the High Yield Finance Documents together with
any related Additional Liabilities owed to the High Yield Creditors and
together also with all costs, charges and expenses incurred by any High Yield
Creditor in connection with the protection, preservation or enforcement of its
rights under any High Yield Finance Documents. The High Yield Trustee Direct
Claims shall not constitute or be included as High Yield Debt for the purposes
of this Deed.


 


“High Yield Discharge Date”
means the date on which all High Yield Debt has been defeased in accordance
with the terms of the High Yield Finance Documents and unconditionally and
irrevocably discharged in full and each of the High Yield Notes has been
terminated or cancelled and the obligations assumed under all High Yield
Guarantees have been irrevocably released and discharged, in each case, in
accordance with the High Yield Finance Documents and provided that for these
purposes, regard shall not be had to any unclaimed indemnities, tax gross-ups
or other similar amounts.


 


“High Yield Finance Documents”
means any High Yield Notes, any High Yield Guarantee, any High Yield Indenture
and all other documents evidencing the terms of the High Yield Notes, this Deed
and any other agreement or document that may be entered into or executed
pursuant thereto or in connection therewith.


 


“High Yield Guarantee”
means any unsecured subordinated guarantee of any High Yield Notes, executed by
any High Yield Guarantor and granted to and for the benefit of any High Yield
Trustee (for the benefit of High Yield Noteholders and not for itself) and the
High Yield Noteholders.  No High Yield
Guarantee shall guarantee the payment of any fees, expenses or indemnities for
the benefit of the High Yield Trustee.


 


3

















 


“High Yield Guarantee Liabilities”
means all present and future obligations and liabilities (whether actual or
contingent and whether owed jointly or severally or in any other capacity
whatsoever) of any High Yield Guarantor to any High Yield Creditors pursuant to
any High Yield Guarantee together with any related Additional Liabilities owed
to any High Yield Creditors pursuant to any High Yield Guarantee and together also
with all costs, charges and expenses incurred by any High Yield Creditors in
connection with the protection, preservation or enforcement of the rights of
such High Yield Creditors under the High Yield Finance Documents.


 


“High Yield Guarantor”
means the Original High Yield Guarantor and any Additional High Yield
Guarantor.


 


“High Yield Indentures”
means the Original High Yield Indentures and any other note indenture and/or
other instrument pursuant to which any High Yield Notes are issued.


 


“High Yield Noteholders”
means the beneficial owners of any High Yield Notes but not including any
holder of any High Yield Notes acting solely as common depository or nominee
for any clearing system through which interests in such High Yield Notes are
held.


 


“High Yield Notes” means
the notes issued under the Original High Yield Indentures and any other
unsecured notes issued by the Issuer or any other member of the Group and
guaranteed by any High Yield Guarantor and designated as High Yield Notes under
this Deed by written notice to the Senior Agent and the Security Trustee by the
Issuer.


 


“High Yield Trustee” means
the Original High Yield Trustee in its capacity as trustee under the High Yield
Indentures or its successor from time to time and/or any other trustee acting
as trustee under any High Yield Indentures, in each case having become party to
this Deed pursuant to Clause 12.6 (New
Parties).


 


“High Yield Trustee Amounts”
means all amounts incurred by and/or payable to any High Yield Trustee
personally and for its own account, by way of costs, charges, expenses or by
way of indemnity and remuneration pursuant to the High Yield Trustee Direct
Claims or any High Yield Finance Document (but excluding (i) any payment
in relation to any unpaid costs and expenses incurred in respect of any
litigation by or on behalf of any High Yield Trustee or any High Yield
Creditors against any of the Senior Finance Parties and (ii) any payment
made directly or indirectly on or in respect of any amounts owing under any
High Yield Notes (including principal, interest, premium or any other amounts)
to any of the High Yield Noteholders).


 


“High Yield Trustee Direct Claims”
means all claims of any High Yield Trustee payable by any High Yield Guarantor
in respect of all amounts payable to it by way of costs, charges or expenses or
by way of indemnity and remuneration pursuant to Section 7.07 of each of
the Original High Yield Indentures or any comparable claims of any High Yield
Trustee payable by any High Yield Guarantor in respect of all amounts payable
to it by way of costs, charges or expenses or by way of indemnity and
remuneration pursuant to any corresponding provisions in any other High Yield
Indenture in relation to which such High Yield Trustee is trustee.


 


“Insolvency Event” means any
event whereby:


 


(a)                                  any
Obligor makes a general assignment for the benefit of or a composition with its
creditors generally or a general moratorium is declared in respect of the
Indebtedness of such Obligor;


 


(b)                                 an
order is made for the winding-up, dissolution or administration of an Obligor
or for the appointment of a liquidator, receiver, administrator, administrative
receiver, conservator, custodian, trustee or similar officer of it or of any or
all of its revenues and assets; or


 


4

















 


(c)                                  any
event occurs which, under the laws of any jurisdiction, has a similar or
analogous effect to any of those events mentioned in paragraphs (a) and (b) above.


 


“Instructing Group” means
the Instructing Group (as defined in the Senior Facilities Agreement or any
Refinancing Facilities Agreement).


 


“Intergroup Creditor” means
the Issuer.


 


“Intergroup Debtor” means
the Borrower and any Additional High Yield Guarantor.


 


“Intergroup Default” means
any acceleration of, or any demand for repayment of any Intergroup Liabilities
by the Intergroup Creditor (whether actual or contingent and whether owed
jointly or severally or in any other capacity whatsoever) save where any such
demand is solely made to effect a Permitted Payment.


 


“Intergroup Liabilities”
means all present and future obligations constituted by Financial Indebtedness
owed by any Intergroup Debtor to the Intergroup Creditor, together with any
related Additional Liabilities owed to the Intergroup Creditor and together also
with all costs, charges and expenses incurred by the Intergroup Creditor in
connection with the protection, preservation or enforcement of its rights in
respect of such amounts.


 


“Liabilities” means any one
or more of the Senior Liabilities, the Hedging Liabilities, the High Yield
Guarantee Liabilities and the Intergroup Liabilities and “Liability” means any of them.


 


“Majority High Yield Creditors”
means, in respect of the issue of any High Yield Notes, the holders of a
majority in principal amount of the then outstanding High Yield Notes under
such issue which are entitled to vote in relation to such issue.


 


“New Senior Liabilities”
means credit facilities or other financial accommodation provided by any Senior
Finance Party under the Senior Finance Documents to the Borrower after the date
of this Deed in accordance with Clause 8 (New
Senior Liabilities) which exceeds the total Commitments (under the
original Senior Facilities Agreement dated as of 13 April 2004) as at 13 April 2004
(excluding, for the avoidance of doubt, any credit exposure of such Senior
Lender, if any, in its capacity as a Hedge Counterparty, if applicable).


 


“Obligor” means the
Borrower, each Hedge Obligor, each High Yield Guarantor and each Intergroup
Debtor and any person that becomes party to this Deed in any such capacity
pursuant to Clause 12 (Changes to the
Parties).


 


“Original High Yield Indentures”
means the Indenture dated as of April 13, 2004 among, inter alia, the Issuer, the Original High
Yield Guarantor and the Original High Yield Trustee (as amended by a First
Supplemental Indenture dated as of October 5, 2006 and a Second
Supplemental Indenture dated as of October 30, 2006), the Indenture dated
as of July 25, 2006, among, inter alia,
the Issuer, the Original High Yield Guarantor and the Original High Yield
Trustee, the Indenture dated as of June 3, 2009, among, inter alia, the Issuer, the Original High
Yield Guarantor and the Original High Yield Trustee, and the Indenture dated as
of November 9, 2009, among, inter alia,
the Issuer, the Original High Yield Guarantor and the Original High Yield
Trustee.


 


“Pari Passu Intercreditor Agreement”
means (a) the group intercreditor agreement dated 3 March 2006,
entered into between certain members of the Bank Group, certain of the Senior
Finance Parties and certain other parties and (b) to the extent that the
facilities made available under the Senior Facilities Agreement are refinanced
with facilities made available under any Refinancing Facilities Agreement, any
intercreditor agreement entered into on substantially similar terms to the
intercreditor agreement referred to in paragraph (a) in connection with
such refinancing.


 


5

















 


“Permitted Payments” means
any Permitted Payment (as defined in the Senior Facilities Agreement or any
Refinancing Facilities Agreement) or any other payment permitted under Clause
25.5 (Dividends, Distributions and Share
Capital) of the Senior Facilities Agreement or any corresponding
provision of any Refinancing Facilities Agreement.


 


“Prohibited Actions” means:


 


(i)                                     in
relation to a High Yield Guarantee Liability:


 


(a)                                  the
payment, repayment or purchase by any High Yield Guarantor or any of its
subsidiaries of such High Yield Guarantee Liability or any part thereof;


 


(b)                                 the
discharge by way of set-off, combination of accounts or other similar action
with respect to such High Yield Guarantee Liability or any part thereof unless
effected pursuant to any mandatory requirement of applicable Law;


 


(c)                                  the
creation or failure to remove or extinguish any Encumbrance in respect of such
High Yield Guarantee Liability over any or all of the assets or revenues of the
person by whom such High Yield Guarantee Liability is owed;


 


(d)                                 the
giving of any guarantee or other assurance against financial loss in respect of
any High Yield Debt (other than the giving of (i) any High Yield Guarantee
or (ii) any guarantee by any holding company of the Issuer under any High
Yield Indenture);


 


(e)                                  the
amendment, variation or waiver of (i) the form of the High Yield Guarantee
provided as Exhibit C in the Original High Yield Indenture dated as of April 13,
2004 and as Exhibit B in each of the other Original High Yield Indentures
or the corresponding form in any other High Yield Indenture or (ii) the
terms of the High Yield Guarantee as set forth in Article 11 (Guarantees) and Article 12 (Subordination of the Senior Subordinated Subsidiary
Guarantee) of each of the Original High Yield Indentures or the
corresponding provisions of any other High Yield Indenture, in each case save
for amendments of an immaterial or technical nature or which correct a manifest
error or are permitted by this Deed or are not adverse to the Senior Finance
Parties in any material respect;


 


(f)                                    any
action whereby the priority as to payment of such High Yield Guarantee
Liability under this Deed is altered or any failure to take any action which
would prevent any such alteration; or


 


(g)                                 any
action prohibited in accordance with Clause 6.1 (Restrictions on Enforcement),


 


provided that, for the avoidance of doubt, Prohibited Actions shall not
include any action taken by the High Yield Trustee or any High Yield Noteholder
against the Issuer, any guarantor (other than any High Yield Guarantor) under
any High Yield Indenture or any High Yield Guarantor in respect of the High
Yield Trustee Direct Claims.


 


(ii)                                  in
relation to an Intergroup Liability:


 


(a)                                  the
payment, repayment or purchase of such Intergroup Liability or any part
thereof;


 


(b)                                 the
discharge by way of set-off, combination of accounts or other similar action
with respect to such Intergroup Liability or any part thereof unless effected
pursuant to any mandatory requirement of applicable law;


 


6

















 


(c)                                  the
creation of any Encumbrance over any or all of the assets or revenues of any
Intergroup Debtor in respect of such Intergroup Liability;


 


(d)                                 the
giving of a guarantee or other assurance against financial loss in respect of
such Intergroup Liability;


 


(e)                                  any
action whereby the priority as to payment of such Intergroup Liability under
this Deed is altered; or


 


(f)                                    any
action prohibited in accordance with Clause 6.1 (Restrictions on Enforcement).


 


“Receiver” means any
administrator, administrative receiver, receiver and manager or other receiver,
whether appointed pursuant to any Security Document, pursuant to any statute,
by a court or otherwise, of all or any of the Security Property.


 


“Refinancing Facilities Agreement”
means any facilities agreement under which facilities are made available for
the refinancing of the facilities made available under the Senior Facilities
Agreement or any predecessor Refinancing Facilities Agreement and which is
designated as such by the Borrower by notice to the High Yield Trustee and the
Senior Agent and the Representative who are party to this Deed at such time and
provided that the incurrence of such refinancing indebtedness is permitted
under the High Yield Finance Documents.


 


“Representative” means the
trustee, representative or agent (if any) in respect of any Designated Senior
Liabilities, acting as directed by the appropriate instructing group with
respect thereto.


 


“Responsible Officer” when
used in this Deed means any officer within the corporate trust and agency
department of any High Yield Trustee, including any vice president, assistant
vice president, assistant treasurer, trust officer or any other officer of such
High Yield Trustee who customarily performs functions similar to those
performed by such officers, or to whom any corporate trust matter is referred
because of such individual’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Deed and any High Yield Indenture.


 


“Secured Creditors” means
the Senior Finance Parties.


 


“Secured Obligations” means
all present and future obligations and liabilities of the Obligors or any of
them to the Secured Creditors or any of them under any or all of the Senior
Finance Documents together with all costs, charges and expenses incurred by or
payable to any Secured Creditor in connection with the protection, preservation
or enforcement of its rights under any Senior Finance Document provided that no
obligation or liability shall be included in the definition of “Secured
Obligations” to the extent that, if it were so included, the Security (or any
part thereof) created by any provision of the Security Documents would be
unlawful or prohibited by any applicable law.


 


“Security” means the
security constituted by the Security Documents.


 


“Security Documents” means
the Security Documents (as defined in the Senior Facilities Agreement or any
Refinancing Facilities Agreement).


 


“Security Property” means
all rights, interests, benefits and other property which are or are, in accordance
with the terms of the Security Documents, intended to be the subject of the
Security granted by the Issuer or an Obligor or any sum which is received by
the Security Trustee under this Deed, including without limitation:


 


(a)                                  any
rights, interests or other property and the proceeds thereof from time to time
assigned, transferred, mortgaged, charged, or pledged to and/or otherwise
vested in the Security Trustee


 


7














 


under this Deed or any
Security Document granted by the Issuer or an Obligor to which the Security
Trustee is a party;


 


(b)                                 any
security interest from time to time constituted by or pursuant to or evidenced
by any Security Document granted by the Issuer or an Obligor to which the
Security Trustee is a party;


 


(c)                                  any
representation, obligation, covenant, warranty or other contractual provision
in favour of the Security Trustee (other than any made or granted solely for
its own benefit) made or granted in or pursuant to any of the Security
Documents granted by the Issuer or an Obligor to which the Security Trustee is
a party;


 


(d)                                 any
sum which is received or recovered from the Issuer or Obligor by the Security
Trustee under, pursuant to or in connection with any of the Senior Finance
Documents and which is held by the Security Trustee upon trust on the terms of
this Deed or any Security Document granted by the Issuer or an Obligor to which
the Security Trustee is a party; or


 


(e)                                  all
income and other sums at any time received or receivable by the Security
Trustee in respect of the other Security Property (or any part thereof)
referred to in this definition.


 


“Security Trust Agreement”
means the agreement dated 3 March 2006 made between the Senior Finance
Parties and the Security Trustee relating to the Security Property or any
corresponding agreement entered into in connection with any Refinancing
Facilities Agreement.


 


“Security Trustee” means
the Original Security Trustee in its capacity as security trustee under the
Senior Facilities Agreement or its successor in such capacity from time to time
(or the security trustee under any Refinancing Facilities Agreement from time
to time), in each case having become party to this Deed as a Security Trustee
pursuant to Clause 12.6 (New Parties).


 


“Senior Agent” means the
Original Facility Agent in its capacity as facility agent under the Senior
Facilities Agreement or its successor in such capacity from time to time (or
the facility agent under any Refinancing Facilities Agreement from time to
time), in each case having become party to this Deed as a Senior Agent pursuant
to Clause 12.6 (New Parties).


 


“Senior Default” means any
Bank Group Default  or any Designated
Senior Default.


 


“Senior Discharge Date”
means the first date on which:


 


(a)                                  none
of the Senior Finance Parties (including any senior finance parties under any
Refinancing Facilities Agreement) is under any commitment, obligation or
liability (whether actual or contingent) to make advances or provide other financial
accommodation to any Obligor under any of the Senior Finance Documents; and


 


(b)                                  all
Senior Liabilities (including any Senior Liabilities under any Refinancing
Facilities Agreement) have been unconditionally and irrevocably paid and
discharged in full, provided that for these purposes, regard shall not be had
to any unclaimed indemnities, tax gross ups or other similar amounts.


 


“Senior Facilities Agreement”
means the senior facilities agreement dated 3 March 2006 between, inter alia, the Ultimate Parent, the
Borrower, the Bookrunners and Mandated Lead Arrangers, the Original Facility
Agent, the Original Security Trustee and the Senior Lenders.  Prior to the amendment and restatement of
this Deed on 30 December 2009, the Senior Facilities Agreement constituted
a Refinancing Facilities Agreement in respect of the facilities agreement dated
as of 13 April 2004 that was originally defined as the Senior Facilities
Agreement under this Deed.


 


8

















 


“Senior Finance Documents”
means the Finance Documents (as defined in the Senior Facilities Agreement or
any Refinancing Facilities Agreement), which shall include the Hedging Finance
Documents.


 


“Senior Finance Parties”
means the Finance Parties (as defined in the Senior Facilities Agreement or any
Refinancing Facilities Agreement), which shall include the Hedge Counterparties


 


“Senior Lenders” means:


 


(a)                                  a
bank or financial institution or other person which is a Lender under the
Senior Facilities Agreement as of the date hereof (unless it has ceased to be a
party hereto in accordance with the terms hereof); or


 


(b)                                 a
bank or financial institution or other person which has become (and remains) a
party hereto as a Senior Lender in accordance with the provisions of Clause
12.5 (New Creditors) hereof and
in accordance with the provisions of the Senior Facilities Agreement or any
Refinancing Facilities Agreement.


 


“Senior Liabilities” means
all present and future obligations and liabilities (whether actual or
contingent and whether owed jointly or severally or in any capacity whatsoever)
of the Obligors (or any one or more of them) to the Senior Finance Parties (or
any one or more of them) under or in connection with the Senior Finance
Documents including, without limitation, any New Senior Liabilities provided
pursuant to Clause 8 (New Senior Liabilities)
together with any related Additional Liabilities owed to the Senior Finance
Parties and together also with all costs, charges and expenses incurred by each
of the Senior Finance Parties in connection with the protection, preservation
or enforcement of its rights under the Senior Finance Documents, which shall
include the Hedging Liabilities.


 


“Standstill Period” has the
meaning given to it in Clause 6.2 (Permitted
Enforcement).


 


“Subordinated Creditors”
means the High Yield Creditors and the Intergroup Creditor.


 


“Subordinated Liabilities”
means (i) any High Yield Guarantee Liabilities payable to any High Yield
Trustee (for the benefit of the High Yield Noteholders for which it acts as
trustee and not in its individual capacity) pursuant to the High Yield Finance
Documents and (ii) the Intergroup Liabilities payable to the Intergroup
Creditor pursuant to the documents regulating the Intergroup Liabilities.


 


1.3                               References


 


(a)                                  Any reference in this Deed to (or to
any provisions of or definition contained in) any other document shall be
construed as a reference to this Deed or that provision, definition or document
as in force for the time being and as amended, supplemented, varied and/or
novated from time to time but only to the extent that any such amendment,
supplement, variation and/or novation has been made in accordance with the
terms of this Deed.


 


(b)                                  Any reference in this Deed to any party
to this Deed shall be construed so as to include such party’s and any
subsequent successors’ transferees and assigns in accordance with their
respective interests.


 


(c)                                  Any reference in this Deed to the
singular shall include the plural and vice versa and any references to any
party in the plural shall be construed as references to any such party in the
singular for so long as there is no more than one party to this Deed in the
capacity in which such party acts.


 


9

















 


(d)                                  Any references in this Deed to:


 


(i)                                    the
definitions of “Representative” and “Designated Senior Liabilities” or any
provisions using such defined terms are intended to be effective following the
designation of Designated Senior Liabilities under Clause 8.2 (Designated Senior Liabilities); and


 


(ii)                                the
definitions of “Refinancing Facilities Agreement” or any provisions using such
defined terms are intended to be effective following the designation of a
Refinancing Facilities Agreement in accordance with the definition of such
term.


 


1.4                               Construction


 


Any reference in this Deed to:


 


“actual knowledge” of any
High Yield Trustee shall be construed to mean that such High Yield Trustee
shall not be charged with knowledge (actual or otherwise) of the existence of
facts that would impose an obligation on it to make any payment or prohibit it
from making any payment unless a Responsible Officer of such High Yield Trustee
has received two Business Days’ written notice that such payments are required
or prohibited by this Deed or the High Yield Indentures.


 


“costs”, “charges”, “remuneration” or “expenses”
include any value added, turnover or similar tax charged in respect thereof.


 


“tax” shall be construed so
as to include any tax, levy, impost, duty or other charge of a similar nature (including
any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same);


 


a “person” shall be
construed as a reference to any person, firm, company, corporation, government,
state or agency of state or any association or partnership (whether or not
having separate legal personality) of two or more of the foregoing; and


 


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


 


2.                                      PRIORITIES AND
SUBORDINATION


 


2.1                               Priorities and Subordination


 


Each of the parties to this Deed hereby agrees and acknowledges that,
save as expressly provided to the contrary in this Deed, the following order of
priorities shall apply to the liabilities referred to below which shall be paid
and discharged in the following order:


 


(i)                                    first,
the Senior Liabilities, pari passu without any priority amongst themselves (but
without prejudice to any alternative arrangements provided in the Pari Passu
Intercreditor Agreement);


 


(ii)                                second,
the High Yield Guarantee Liabilities, pari passu with any other senior
subordinated obligations of the relevant High Yield Guarantor and without any
priority amongst themselves; and


 


10

















 


(iii)                            third,
the Intergroup Liabilities,


 


and that as between the parties to this Deed such order of priorities
shall prevail irrespective of whether or not an Insolvency Event shall have
occurred, so that before and after the occurrence of an Insolvency Event, but
save as expressly provided to the contrary in this Deed, a liability which
ranks after other liabilities in the foregoing order of priorities shall be
subordinate in right of payment to those other liabilities.


 


2.2                               Priorities not affected


 


The order of priorities set out in Clause 2.1 (Priorities and Subordination) shall apply
irrespective of (a) the date on which this Deed or any of the Senior
Finance Documents or High Yield Finance Documents was executed, registered or
notice thereof was given to any person and (b) unless otherwise provided
in this Deed, any reduction or increase in any of the Senior Liabilities and/or
the High Yield Guarantee Liabilities or any amendment or variation of any of
their terms.


 


2.3                               Liabilities not affected


 


Each of the parties to this Deed hereby agrees and acknowledges that:


 


(a)                                  notwithstanding any term of this Deed
postponing, subordinating or prohibiting the payment of any of the Subordinated
Liabilities, each Subordinated Liability shall, as between the Obligor by whom
it is owed and the Subordinated Creditor to whom it is owed, remain owing in
accordance with its terms and interest and default interest will accrue
accordingly; and


 


(b)                                  no delay in exercising any rights or
remedies under the High Yield Finance Documents or any of the documents
regulating the Intergroup Liabilities by reason of any term of this Deed
postponing, restricting or prohibiting such exercise shall operate as a waiver
of any of those rights and remedies.


 


3.                                      UNDERTAKINGS


 


3.1                               Subordinated Liabilities


 


Until the Senior Discharge Date, except as the Instructing Group shall
previously have consented in writing, and subject to Clause 6.2 (Permitted Enforcement), no Obligor will
take nor permit any Intergroup Creditor, nor cooperate with any Subordinated
Creditor to take, any Prohibited Action in relation to any Subordinated
Liability except:


 


(a)                                  to the extent contemplated by Clause 4
(Permitted Payments); and


 


(b)                                  to the extent any Prohibited Action is
otherwise permitted under paragraphs (b), (c) and (d) of Clause 3.2 (Obligations of the Subordinated Creditors).


 


3.2                               Obligations of the Subordinated
Creditors


 


Until the Senior Discharge Date, and save as the Instructing Group shall
previously have consented in writing, no Subordinated Creditors will agree to
or take the benefit of any Prohibited Action by an Obligor with respect to any
Subordinated Liability except:


 


(a)                                  to the extent contemplated by Clause 4
(Permitted Payments); or


 


(b)                                  in respect of the Closing Transactions
or otherwise by way of taking, accepting or receiving the benefit of any
additional Encumbrances or guarantees in circumstances where such 


 


11

















 


Encumbrance or
guarantee is granted for the full benefit of all of the Secured Creditors in
accordance with the ranking specified in this Deed; or


 


(c)                                  if and to the extent otherwise
expressly permitted by this Deed (including, without limitation, Clause 6.2 (Permitted Enforcement)); or


 


(d)                                  with regard to receipt of monies
distributed by the Security Trustee for the benefit of the Secured Creditors
pursuant to and in accordance with Clause 6.4 (Application
of Proceeds).


 


3.3                               Undertakings to the Security Trustee


 


Each Secured Creditor and each Obligor (as the case
may be) gives the following undertakings to the Security Trustee:


 


(a)                                  it shall provide the Security Trustee
with all directions and information as the Security Trustee may reasonably
require for the purposes of carrying out its duties and obligations under this
Deed and the Security Documents;


 


(b)                                  it shall not take any proceedings or
seek to assert any claim against any officer or employee or agent of the
Security Trustee in respect of any claim it might have against the Security
Trustee or in respect of any act or omission of any kind (including gross
negligence or wilful misconduct) by that officer, employee or agent in relation
to any Senior Finance Document; and


 


(c)                                  it shall give notice to the Security
Trustee and the Senior Agent promptly upon its becoming aware of the occurrence
or remedying of a Senior Default,


 


and acknowledges that the Security Trustee has entered into this Deed in
reliance on the undertakings set out in this Clause 3.3.


 


4.                                      PERMITTED PAYMENTS


 


4.1                               Permitted Payments prior to the Senior
Discharge Date


 


Subject to Clause 4.2 (Suspension of
Permitted Payments prior to the Senior Discharge Date), Clause 5.1 (Turnover) and Clause 5.3 (Failure of Trusts):


 


(a)                                  any Intergroup Debtor may pay in cash
to the Intergroup Creditor and the Intergroup Creditor may receive and retain
(or apply in respect of any liability) payments received from any Intergroup
Debtor:


 


(i)                              provided
that no Senior Default has occurred and is continuing or is likely to occur as
a result thereof, in respect of any Permitted Payments; or


 


(ii)                          at
any time after the occurrence of a Senior Default, in respect of any Permitted
Payments to the extent necessary for the purposes of making any payments under
Clause 4.2 (Suspension of Permitted Payments
prior to the Senior Discharge Date) below; or


 


(iii)                      in
respect of any Permitted Payment which, under the terms of the Senior
Facilities Agreement and any Refinancing Facilities Agreement, may be made
whilst an Event of Default is continuing;


 


12

















 


(b)                                  any High Yield Guarantor may pay and
any High Yield Trustee may on behalf of the High Yield Creditors and such High
Yield Trustee may receive and retain payments in respect of any High Yield
Guarantee Liabilities then due and owing;


 


(c)                                  notwithstanding any other term of this
Deed, the Intergroup Liabilities may be:


 


(i)                              reduced
or cancelled in consideration of the issue of one or more shares or other securities
by any Intergroup Debtor to the Intergroup Creditor or by any waiver of any
such Intergroup Liabilities or by the making of any capital contribution by the
Intergroup Creditor to any Intergroup Debtor;


 


(ii)                          converted
into loan stock or convertible unsecured loan stock or, if so converted, may be
converted back into debt; or


 


(iii)                      discharged
in consideration for the receipt of any cash received pursuant to a Funding
Passthrough or any non-cash asset received pursuant to an Asset Passthrough (or
pursuant to any corresponding definition in any Refinancing Facilities
Agreement),


 


provided that where the Intergroup Creditor has granted security to the
Security Trustee pursuant to any Security Document over its right, title and
benefit to the relevant Intergroup Liabilities, any action referred to in
sub-paragraphs (i) and (ii) above shall only be permitted to the
extent that the relevant asset into which the Intergroup Liabilities are
converted, or in consideration for which they are discharged, (if any) are
subject to existing Security in favour of the Security Trustee or will be made
subject to Security in favour of the Security Trustee (in form and substance
substantially similar to the existing Security in favour of the Security
Trustee or otherwise in form and substance as may be reasonably required by the
Senior Agent) within 10 Business Days of such conversion; and


 


(d)                                  for the avoidance of doubt, any High
Yield Guarantor may make, and any High Yield Trustee may receive and retain,
any payment in respect of the High Yield Trustee Direct Claims then due and
owing to it.


 


4.2                               Suspension of Permitted Payments prior
to the Senior Discharge Date


 


Subject to Clause 5 (Turnover)
and Clause 7 (Subordination on Insolvency),
except with the prior consent in writing of the Instructing Group (and the
Representative, if applicable), prior to the Senior Discharge Date no Obligor
may on any date make any payments, which would otherwise be permitted by
paragraphs (a) or (b) of Clause 4.1 (Permitted
Payments prior to the Senior Discharge Date) if:


 


(a)                                  any of the Senior Liabilities or
Designated Senior Liabilities due and payable on or prior to such date are
unpaid; or


 


(b)                                  following the occurrence of a Senior
Default and where the same is continuing, the Senior Agent (acting on the
instructions of the Instructing Group) or, if applicable the Representative,
serves a Default Notice on the High Yield Trustee(s) until the earliest
date on which:


 


(i)                                    paragraph
(a) does not apply; and


 


(ii)                                one
of the following applies:


 


(A)                              179
days have elapsed since the service of such Default Notice or, if earlier,
where a Standstill Period (as defined in Clause 6.2 (Permitted Enforcement)) is 


 


13

















 


in effect at any time during
that 179 day period, the date on which that Standstill Period expires;


 


(B)                                in
the case of a Senior Default (other than a cross-default under the Senior
Finance Documents on account of a Designated Senior Default or a cross-default
in respect of the Designated Senior Liabilities on account of a Bank Group
Default) the Senior Agent (acting on the instructions of the Instructing Group)
or the Representative (as applicable) has confirmed in writing to the Issuer,
the High Yield Trustee(s) and the Representative (if applicable) that the
relevant Senior Default has been remedied or waived by the Instructing Group in
writing or such Senior Default is no longer continuing;


 


(C)                                whichever
of the Senior Agent or the Representative has served the Default Notice cancels
such Default Notice by notice in writing to the High Yield Trustee(s), the
Issuer and the Representative; or


 


(D)                               the
Senior Discharge Date occurs,


 


provided that, unless otherwise agreed by the High Yield Trustee (acting
on the instructions of the Majority High Yield Creditors in respect of the
issue of High Yield Notes in respect of which such High Yield Trustee acts as
trustee):


 


(x)                                   no
more than one Default Notice may be served with respect to the same particular
event or circumstances by the Senior Agent or the Representative whether in
relation to the same Senior Default or not, but without prejudice to the
ability of the Senior Agent or the Representative to issue a Default Notice in
respect of any other particular event or set of circumstances and without prejudice
to the ability of the Senior Agent and/or the Representative who did not serve
the original Default Notice to serve a Default Notice in respect of the same
particular event or circumstance; and


 


(y)                                 a
Default Notice may not be served by the Senior Agent or the Representative in
reliance on a particular Senior Default more than 45 days after the Senior
Agent or the Representative (as the case may be) has received notice in writing
from any other party hereto specifying the event of default constituting that
Senior Default and specifying that it constitutes a Bank Group Default or a
Designated Senior Default; and


 


(z)                                   a
Default Notice may not be issued by the Senior Agent or the Representative less
than 360 days after the service of a prior Default Notice by the Senior Agent
or the Representative relating to a Senior Default which was existing at the
time of such prior Default Notice, unless such Senior Default has been remedied
or is no longer continuing for at least 180 days prior to the service of the proposed
new Default Notice.


 


5.                                      TURNOVER


 


5.1                               Turnover


 


Subject, in the case of the High Yield Trustee, to Clause 20 (High Yield Trustee), if at any time prior
to the Senior Discharge Date:


 


(a)                                  any Subordinated Creditor receives in
respect or on account of, any Subordinated Liabilities a payment or
distribution (in cash or in kind) from any Obligor which is not permitted by 


 


14

















 


Clause 4 (Permitted Payments) and which is not made
in accordance with the provisions of Clause 6.4 (Application of Proceeds); or


 


(b)                                  any Obligor or its estate or any
liquidator, receiver or like officer consequent upon its winding-up makes any
payment or distribution (in cash or in kind) in respect or on account of any of
the Subordinated Liabilities which is not permitted by Clause 4 (Permitted Payments) or which is not made
in accordance with the provisions of Clause 6.4 (Application of Proceeds),


 


the receiving Creditor or each High Yield Trustee will forthwith pay
(after deducting from the amount received or recovered the costs, liabilities
and expenses (if any) incurred by such High Yield Trustee or the relevant
Creditor in recovering such amount), all such amounts to the Security Trustee
for the benefit of the Secured Creditors which will be held on trust for
application in accordance with Clause 6.4 (Application
of Proceeds) (and pending such payment to the Security Trustee, the
receiving Creditor or such High Yield Trustee, as the case may be, will hold
the amount received on trust for the purposes of this Deed).


 


5.2                               Subrogation


 


(a)                                  If the Senior Liabilities are wholly or
partially paid out of any proceeds received in respect or on account of the
Subordinated Liabilities owing to one or more of the Subordinated Creditors,
such Subordinated Creditor shall to that extent be subrogated to the rights of
the Senior Finance Parties in respect of the Senior Liabilities so paid,
including all security for those Senior Liabilities, but no Subordinated
Creditor may exercise those subrogation rights or receive any payments in
respect thereof on or before the Senior Discharge Date without the prior
written consent of the Senior Agent and the Security Trustee.


 


(b)                                  To the extent that any subrogation
contemplated in paragraph (a) above does not occur for any reason, as
between the Obligors and the Subordinated Creditors, either the Subordinated
Liabilities will be deemed not to have been reduced or discharged to the extent
of any payment or distribution to the Security Trustee for the benefit of the
Secured Creditors under Clause 5.1 (Turnover)
or the Obligors will fully indemnify each of the Subordinated Creditors upon
demand for the amount of any payment or distribution to the Security Trustee
under Clause 5.1 (Turnover).


 


(c)                                  The Obligors hereby agree that they
shall not exercise any rights of subrogation in relation to any claim they may
have pursuant to this Clause 5.2, under applicable law or otherwise until after
the Final Discharge Date shall have occurred.


 


5.3                               Failure of Trusts


 


Subject, in the case of each High Yield Trustee, to Clause 20 (High Yield Trustee), if for any reason any
trust which is to arise (pending payment of any amount to the Security Trustee
for the benefit of the Secured Creditors) pursuant to Clause 5.1 (Turnover), Clause 6.2 (Permitted Enforcement) or Clause 6.11 (Preservation of Liabilities) of this Deed
fails or for any reason cannot be given effect to (including without
limitation, by reason of the Laws of any jurisdiction in which any Security
Property may be situate), the relevant Creditor will pay to the Security
Trustee and the Security Trustee shall hold for and to the order of the Secured
Creditors for application in accordance with Clause 6.4 (Application of Proceeds), an amount equal
to the amount (or as the case may be transfer value of the relevant property)
intended to be so held on trust.


 


15

















 


6.                                      ENFORCEMENT


 


6.1                               Restrictions on
Enforcement


 


None of the Subordinated Creditors will, prior to the
Senior Discharge Date without the prior written consent of the Instructing
Group and the Representative (where applicable), and in each case subject to
Clause 6.2 (Permitted Enforcement):


 


(a)                                  accelerate any of the Subordinated
Liabilities or otherwise declare any of the Subordinated Liabilities due and
payable prior to their stated maturity whether on an event of default or
otherwise (but without prejudice to the ability of the Intergroup Creditor to
demand repayment of the Intergroup Liabilities to give effect to a Permitted
Payment);


 


(b)                                  enforce any of the High Yield Guarantee
Liabilities by execution or otherwise or sue for or institute legal proceedings
to recover all or any part of the High Yield Guarantee Liabilities;


 


(c)                                  exercise any right to crystallise, or
require the Security Trustee to crystallise, any floating charge created
pursuant to the Security Documents;


 


(d)                                  exercise any right to enforce, or
require the Security Trustee to enforce, any Encumbrance created pursuant to
the Security Documents by sale, possession, appointment of a receiver or
otherwise, or any rights under or pursuant to the provisions of any High Yield
Guarantee in relation to all or any part of the High Yield Debt;


 


(e)                                  petition for (or vote in favour of any
resolution for) or initiate or support or take any steps with a view to any
insolvency, liquidation, reorganisation, administration or dissolution
proceedings or any voluntary arrangement or assignment for the benefit of
creditors or any similar proceedings involving an Obligor; or


 


(f)                                    exercise the remedy of foreclosure in
respect of any asset the subject of an Encumbrance created pursuant to any
Security Document.


 


6.2                               Permitted Enforcement


 


Notwithstanding the provisions of Clause 6.1 (Restrictions on Enforcement) or any other Clause of this
Deed, if a default under any High Yield Indenture or an Intergroup Default (in
each case in this Clause, a “relevant Default”)
has occurred and is continuing unremedied and unwaived, any High Yield Trustee
or the Intergroup Creditor may take any action which it is entitled to take
with respect to such relevant Default in relation to the Subordinated
Liabilities, including without limitation as to the acceleration or closing out
of any such Subordinated Liabilities, which would otherwise be prohibited by
this Deed if:


 


(a)                                  (i)                                    the Senior Discharge Date has occurred;
or


 


(ii)                                an
Insolvency Event has occurred; or


 


(iii)                            any
Senior Liabilities have been declared to be due and payable under Clause 27.17
(Acceleration) or due or payable
on demand under Clause 27.18 (Repayment on
Demand) of the Senior Facilities Agreement or any corresponding
provision of any Refinancing Facilities Agreement; or


 


(iv)                               the
Senior Lenders have exercised any right to enforce any Encumbrance created
pursuant to the Security Documents; or


 


16

















 


(b)                                  (i)                                    any High Yield Trustee (on behalf of
any High Yield Noteholder) or the Intergroup Creditor has served a notice on
the Senior Agent and the Representative specifying the relevant Default
concerned; and


 


(ii)                                a
period (a “Standstill Period”) of 179 days has
elapsed from the date the Senior Agent and the Representative received the
notice relating to such relevant Default; and


 


(iii)                            at
the end of the Standstill Period, the relevant Default is continuing unremedied
or unwaived,


 


provided always that any amounts received in respect of Subordinated
Liabilities as a result of action permitted to be taken under this Clause 6.2
shall promptly upon receipt be paid by the relevant Creditor (or, subject to
Clause 20 (High Yield Trustee)
any High Yield Trustee on behalf of the High Yield Noteholders for which it
acts as trustee) to the Security Trustee for the benefit of the Secured
Creditors to hold upon trust for application in accordance with Clause 6.4 (Application of Proceeds) (and pending such
payment to the Security Trustee, such Creditor will save as specified otherwise
hold the amount received on trust for the purposes of this Deed).


 


6.3                               Authorisation to Security Trustee


 


(a)                                  Subject to the terms of the Pari Passu
Intercreditor Agreement and the Senior Finance Documents, at any time after a
Bank Group Default has occurred and whilst it is continuing, the Security
Trustee may take such steps as it deems necessary or advisable:


 


(i)                                    to
perfect or enforce any of the Security granted in its favour;


 


(ii)                                to
effect any disposal or realisation or enforcement of any of the Liabilities
(including by any acceleration thereof);


 


(iii)                            to
collect and receive any and all payments or distributions which may be payable
or deliverable in relation to any of the Liabilities; or


 


(iv)                               otherwise
to give effect to the intent of this Deed,


 


(each, an “Enforcement Action”)
provided always that:


 


(A)                              the
Security Trustee may refrain from enforcing the Security unless and until
instructed to do so by the Instructing Group; and


 


(B)                                if
the Instructing Group instructs the Security Trustee to enforce the Security,
it may do so in such manner as it deems fit and in respect of the Senior
Finance Parties, having regard prior to the Senior Discharge Date solely to
their interests as Senior Finance Parties. Neither the Security Trustee, the
Senior Agent nor any other Secured Creditor shall be responsible to the High
Yield Noteholders or the Intergroup Creditor for any failure to enforce or to
maximise the proceeds of any enforcement, and may cease any such enforcement at
any time. For the avoidance of doubt, the provisions of this Clause 6 shall not
require the release by the Ultimate Parent, any other holding company of the
Issuer or the Issuer from any of their obligations and/or liabilities under the
High Yield Indentures.


 


(b)                                  Subject to the terms of the Pari Passu
Intercreditor Agreement, if in connection with any Enforcement Action specified
in Clause 6.5 (Release of Security on
Enforcement):


 


17














 


(i)          the Security Trustee (or any receiver or any administrator) sells or
otherwise disposes of (or proposes to sell or otherwise dispose of) any asset
under any Security Document; or


 


(ii)         a member of the Group sells or otherwise disposes of (or proposes to
sell or otherwise dispose of) any asset at the request of the Security Trustee
(acting on the instructions of the Instructing Group),


 


the Security Trustee may and is hereby
irrevocably authorised on behalf of each party to this Deed to:


 


(A)        release
the Security created pursuant to the Security Documents over the relevant asset
(but not the proceeds from the sale thereof); and


 


(B)        if the
relevant asset comprises all of the shares in the capital of a member of the
Group, release that member of the Group and any of its Subsidiaries from all of
their respective past, present and future liabilities and/or obligations (both
actual and contingent) as borrowers or guarantors of the whole or any part of
any Liabilities (including any liability to any other member of the Group by
way of guarantee) and release any Security granted by that member of the Group
and any of its Subsidiaries over any of their respective assets under any
Security Document (but not the proceeds from the sale thereof).


 


The net cash proceeds of sale or disposal in
relation to any Security granted by the Issuer or an Obligor shall be applied
in or towards payment of the Liabilities in accordance with Clause 6.4 (Application of Proceeds).


 


(c)           Each party to this Deed shall
promptly enter into any release and/or other document and take any action which
the Security Trustee may reasonably require to give effect to paragraph (b) above.


 


(d)           No such release under paragraph (b) above
will affect the obligations and/or liabilities of:


 


(i)          any
other member of the Group to the Secured Creditors and/or Subordinated
Creditors and/or any High Yield Trustee; or


 


(ii)         any
Subordinated Creditors to the Secured Creditors.


 


(e)           Nothing in this Clause 6.3 shall
require the release of any High Yield Guarantee or any Additional Subsidiary
Guarantees (as defined in the High Yield Indentures) other than in accordance
with the provisions of Clause 6.5 (Release
of Security on Enforcement).


 


6.4          Application of
Proceeds


 


Notwithstanding the terms of the Security
Documents or the Pari Passu Intercreditor Agreement, all amounts held or
received by the Security Trustee for the benefit of the Secured Creditors
pursuant to the terms of this Deed and, subject to the rights of the holders of
any prior or preferential Encumbrances or other creditors, the net proceeds of
enforcement of Security granted by the Issuer or an Obligor shall be applied by
the Security Trustee (or any Receiver on its behalf) in accordance with this
Deed in the following order of priority, in each case, until such amounts have
been repaid and discharged in full:


 


First                       in or towards payment pari passu to:


 


18

















 


(i)            the
Security Trustee in respect of any amounts payable to it in its personal
capacity (and all interest thereon as provided for in the Senior Finance
Documents) and any Receiver, attorney or agent under or in connection with this
Deed or any of the Security Documents (including without limitation, in
connection with the perfection, preservation or enforcement of the Security);
and


 


(ii)           the
High Yield Trustee(s) in respect of High Yield Trustee Amounts;


 


Second                   in or towards payment of any Fees;


 


Third                      for application in or towards discharge of the Senior Liabilities pari passu without any priority amongst
themselves but without prejudice to any alternative arrangements provided for
in the Pari Passu Intercreditor Agreement;


 


Fourth                    in or towards payment to the High Yield Trustee(s) for payment
to the High Yield Noteholders, to be applied in or towards discharge of the
High Yield Guarantee Liabilities (notwithstanding any release of any High Yield
Guarantee pursuant to the any High Yield Indenture) pari passu without any priority amongst themselves;


 


Fifth                       in or towards payment to the Intergroup Creditor for application in
or towards discharge of the Intergroup Liabilities; and


 


Sixth                      in payment to the relevant Obligor(s) or other person(s) entitled
thereto.


 


The Obligors and the Subordinated Creditors
acknowledge and agree to the provisions of Clause 2.1 (Priorities and Subordination) and this
Clause 6.4.


 


6.5          Release of Security
on Enforcement


 


(a)           Subject to paragraph (b) below
(and, in the case of the Security, to the Pari Passu Intercreditor Agreement),
if, pursuant to or for the purpose of any Enforcement Action taken or to be
taken by the Security Trustee in accordance with this Deed, the Security
Trustee requires the release of any High Yield Guarantee or any of the
Security, each party to this Deed shall promptly enter into any release and/or
other document and take such other action as the Security Trustee may
reasonably require, provided that the High Yield Creditors and each High Yield
Trustee shall only be required to do so if the requirements of paragraphs (b) to
(d) of this Clause 6.5 are satisfied.


 


(b)           The High Yield Creditors will be
deemed to have authorised any release described in paragraph (a) above, a
High Yield Guarantor will automatically and unconditionally be released from
all its obligations under each High Yield Guarantee and each High Yield
Guarantee shall be terminated and irrevocably discharged in full subject to
paragraph (d) below, and concurrently with one or more of the following:


 


(i)          all
of the shares of such High Yield Guarantor (or any Holding Company of it) are
sold pursuant to Enforcement Action by the Security Trustee or all or
substantially all of its assets are sold pursuant to Enforcement Action by the
Security Trustee, in each case, under the Security Documents and:


 


(A)        the
proceeds of such sale received by the Security Trustee are in cash (or
substantially all cash) and are applied in accordance with Clause 6.4 (Application of Proceeds);


 


19

















 


(B)        such High
Yield Guarantor is released from its obligations in respect of any other
Indebtedness of Virgin Media Holdings Inc. (successor to Communications Cable
Funding Corp.), the Issuer and any other Restricted Subsidiary (each as defined
in the High Yield Indentures), provided that nothing in this Deed shall require
the release by such High Yield Guarantor or any of its Subsidiaries of any of
their obligations in respect of the Senior Liabilities or the High Yield
Trustee Direct Claims; and


 


(C)        the sale
is made pursuant to either a public auction or competitive bid process to
obtain the best price reasonably obtainable given the then current condition
(financial or otherwise), earnings, business, assets and prospects of such High
Yield Guarantor and its Subsidiaries, the Security Trustee having consulted
with an internationally recognised investment bank (including without
limitation and to the extent appropriate, a Senior Lender, or a relationship
bank of the Issuer or its Subsidiaries) or an internationally recognised
accounting firm regarding the appropriate procedures for obtaining the best
price for such shares or assets, considered the recommendations of such
investment bank or accounting firm and used its reasonable efforts to cause the
procedures recommended by such firm to be implemented in all material respects
in relation to such sale and to permit the High Yield Noteholders to
participate in the sale process as bidders, provided however that the Security
Trustee shall not be under any further obligation to cause such recommendations
to be implemented to the extent not implemented by the relevant court,
authority or other third party required to act in connection with such sale and
provided further that such reasonable efforts will, to the extent permitted by
applicable law, include attempting to conduct such sale process other than
through a court or legal proceeding; or


 


(ii)         notwithstanding
the provisions of paragraph (b)(i) above, all of the shares of such High
Yield Guarantor (or any Holding Company of it) or all or substantially all of
its assets are sold by an administrator (appointed under the Insolvency Act
1986) and:


 


(A)        the
administrator is an insolvency practitioner whose appointment the High Yield
Trustee has not objected to (acting reasonably) under the provisions of the
Insolvency Act 1986 relating to the selection of a person or persons to be
an/the administrator;


 


(B)        the sale
is made pursuant to a public auction or competitive bid process to obtain the
best price reasonably obtainable given the then current condition (financial or
otherwise), earnings, business, assets and prospects of such High Yield
Guarantor and its Subsidiaries, the administrator having consulted with an
internationally recognised investment bank (including without limitation and to
the extent appropriate, a Senior Lender or a relationship bank of the Issuer or
its Subsidiaries) or an internationally recognised accounting firm regarding
the appropriate procedures for obtaining the best price for such shares or
assets, considered the recommendations of such investment bank or accounting
firm and used its reasonable efforts to cause the procedures recommended by
such firm to be implemented in all material respects in relation to such sale
and to permit the High Yield Noteholders to participate in the sale process as
bidders;


 


20

















 


(C)        the
proceeds of such sale are in cash (or substantially all cash) and are applied
in accordance with Clause 6.4 (Application of
Proceeds); and


 


(D)        such High
Yield Guarantor is released from its obligations in respect of any other
Indebtedness of Virgin Media Holdings Inc. (successor to Communications Cable
Funding Corp.), the Issuer and any other Restricted Subsidiary (each as defined
in the High Yield Indentures), provided that nothing in this Deed shall require
the release by such High Yield Guarantor or any of its Subsidiaries of any of
their obligations in respect of the Senior Liabilities or the High Yield
Trustee Direct Claims.


 


(c)           The provisions of paragraph (b) above
shall apply mutatis mutandis to the release of any Additional Subsidiary
Guarantees (as defined in the High Yield Finance Documents).


 


(d)           Each High Yield Guarantee and
any Additional Subsidiary Guarantee (as defined in each High Yield Indenture)
shall be released concurrently with a written confirmation of the Security
Trustee to each High Yield Trustee that the provisions of paragraphs (b) and
(c) above, have been complied with. In connection with any action taken
pursuant to and in accordance with this Clause 6.5, the Security Trustee shall
not be required to have any regard to the provisions of any High Yield
Indenture and no further action shall be required to be taken by the Security
Trustee or any High Yield Trustee to effect any release contemplated by this
Clause 6.5.


 


6.6          Disposals


 


Any disposal of any shares or assets which are
subject to the Security or any release thereof from the Security which is or is
to be effected at any time, other than with respect to Enforcement Action,
shall be effected in accordance with and subject to the provisions of the
Senior Finance Documents.


 


6.7          Non-cash
Distributions


 


If the Security Trustee receives any
distribution otherwise than in cash in respect of the Subordinated Liabilities
from any Obligor or any other source, the Security Trustee may realise such
distributions as it sees fit and shall pay the proceeds of such realisation to
the Security Trustee for application in accordance with Clause 6.4 (Application of Proceeds).


 


6.8          Sums received by an
Obligor


 


If an Obligor receives any sum which, pursuant
to any of the Security Documents or any of the other Senior Finance Documents,
should have been paid to the Security Trustee, that sum shall be held by such
Obligor on trust for the benefit and on behalf of the Secured Creditors and shall
promptly be paid to the Security Trustee for application in accordance with
this Clause 6.


 


6.9          Certificates


 


In applying any moneys received by it under
this Deed or any of the Security Documents, the Security Trustee may rely on
any certificate made or given by the Senior Agent, the Representative or the
High Yield Trustee as to the existence and amount of any Liabilities owing to
any Senior Finance Party under any of the Senior Finance Documents or any High
Yield Creditor under the High Yield Finance Documents respectively.


 


21

















 


6.10        Conversion of
Currencies


 


If the Security Trustee receives any amount
under this Deed or otherwise upon the enforcement of any Security for any of
the Liabilities in a currency other than the currency of the Senior
Liabilities, the Security Trustee may convert such amount into the currency of
the Senior Liabilities at the spot rate of exchange of the Security Trustee for
the purchase of the relevant currency of the Senior Liabilities with the
currency of the amount received in the London foreign exchange market.


 


6.11        Preservation of
Liabilities


 


None of the Senior Liabilities or the
Subordinated Liabilities shall be deemed reduced:


 


(a)           by the receipt of any amount by
any Creditor, if and to the extent that, by virtue of the operation of this
Deed, such amount is required to be paid over to (and pending such payment held
upon trust for) the Security Trustee for application and distribution pursuant
to the terms hereof; or


 


(b)           by the receipt of any amount by
the Security Trustee pursuant to the terms of this Deed for application
pursuant to the terms hereof,


 


unless and until such amount is actually
applied and distributed by the Security Trustee pursuant to and in accordance
with Clause 6.4 (Application of Proceeds).


 


7.             SUBORDINATION
ON INSOLVENCY


 


7.1          Subordination


 


Without prejudice to any other provision of
this Deed, upon the occurrence of an Insolvency Event, the Subordinated
Liabilities will be subordinated in right of payment to the Senior Liabilities.


 


7.2          Filing of claims


 


(a)           Following the occurrence of an
Insolvency Event, until the Final Discharge Date, the Security Trustee may, and
is hereby irrevocably authorised on behalf of each Secured Creditor and
Subordinated Creditor to:


 


(i)          demand,
claim, enforce and prove for the Subordinated Liabilities;


 


(ii)         file
claims and proofs, give receipts and take any proceedings in respect of filing
such claims or proofs and do anything which the Security Trustee considers
necessary or desirable to recover the Subordinated Liabilities; and


 


(iii)       receive
all distributions of the Subordinated Liabilities for application in accordance
with Clause 6.4 (Application of Proceeds).


 


(b)           If and to the extent that the
Security Trustee is not entitled, or elects not, to take any of the action
mentioned in paragraph (a) above, each Subordinated Creditor shall be
entitled and agrees to do so, as soon as reasonably practicable following
request by the Security Trustee provided that it shall be entitled to recover
and the Security Trustee agrees to claim on its behalf any resulting costs,
expenses and liabilities (other than any such costs, expenses or liabilities
arising by reason of the gross negligence or wilful misconduct of such
Subordinated Creditor) as if such amounts had been incurred by the Security
Trustee.


 


22

















 


7.3          Distributions


 


Following the occurrence of an Insolvency
Event, until the Final Discharge Date, each Subordinated Creditor and each High
Yield Trustee (subject to Clause 20 (High
Yield Trustee)) will:


 


(a)           hold all payments and
distributions in cash or in kind received or receivable by it in respect of the
Subordinated Liabilities following the occurrence of such Insolvency Event on
trust for the Security Trustee for the benefit of the Secured Creditors for
application in accordance with Clause 6.4 (Application
of Proceeds);


 


(b)           on demand by the Security
Trustee, pay an amount equal to any Subordinated Liabilities received by it following
the occurrence of such Insolvency Event to the Security Trustee for application
in accordance with Clause 6.4 (Application
of Proceeds);


 


(c)           promptly direct the trustee in
bankruptcy, liquidator, assignee or other person distributing the assets of the
relevant Obligor or their proceeds to pay distributions in respect of the
Subordinated Liabilities directly to the Security Trustee; and


 


(d)           promptly use its reasonable
efforts to undertake any actions requested by the Security Trustee to give effect
to this Clause 7.3.


 


7.4          Voting


 


(a)           Following the occurrence of an
Insolvency Event, until the Senior Discharge Date:


 


(i)          the
Security Trustee for the benefit of the Secured Creditors may, and is hereby
irrevocably authorised on behalf of each Secured Creditor and the Subordinated
Creditors (other than in respect of meetings of High Yield Creditors under any
High Yield Indenture) to, exercise all powers of convening meetings, voting and
representation in respect of the Subordinated Liabilities; and


 


(ii)         the
Subordinated Creditors shall promptly execute and/or deliver to the Security
Trustee such forms of proxy and representation as it may require to facilitate
any such action.


 


(b)           If and to the extent that the
Security Trustee does not exercise a power under paragraph (a) above, each
of the Subordinated Creditors shall be entitled to exercise that power and
agrees that it shall exercise that power to the extent the Security Trustee
(acting on the instructions of the Instructing Group) directs and in accordance
with such direction.


 


(c)           Nothing in this Clause 7.4
entitles the Security Trustee (or the Instructing Group) to exercise or require
any Subordinated Creditor to exercise a power of voting or representation to
waive, reduce, discharge, extend the due date for repayment of or reschedule
any Subordinated Liabilities.


 


8.             NEW SENIOR
LIABILITIES


 


8.1          New Senior
Liabilities


 


Any Senior Finance Party under the Senior
Finance Documents may, subject to the terms of the Pari Passu Intercreditor
Agreement, provide New Senior Liabilities to the Borrower at any time without
the prior consent of any other Creditor provided that, in each case, the
incurrence of such New Senior Liabilities is permitted under the High Yield
Finance Documents and, once provided, any such New Senior Liabilities shall
thereafter be treated as “Senior Liabilities” for all purposes in this Deed.


 


23

















 


8.2          Designated Senior
Liabilities


 


The Borrower may, at any time without the
prior consent of any Creditor, deliver a written notice or notices to the
Security Trustee specifying any Designated Senior Liabilities that are to be
designated as such, provided that:


 


(a)           the principal amount of such
Designated Senior Liabilities is not less than £75,000,000 in aggregate; and


 


(b)           the incurrence of the relevant
Senior Liabilities complies with the terms of the Senior Finance Documents and
the High Yield Finance Documents.


 


9.             APPROPRIATION


 


Subject to the terms of the Pari Passu
Intercreditor Agreement, until the Senior Discharge Date, each of the Senior
Finance Parties (or the Security Trustee or the Senior Agent on their behalf)
may apply any monies or property received under this Deed or from an Obligor or
any other person under the Senior Finance Documents against the Senior
Liabilities. Without prejudice to the other provisions of this Deed, after the
Senior Discharge Date, the Intergroup Creditor and each High Yield Noteholder
(or the Security Trustee or the High Yield Trustee on their behalf) may apply
any monies or property received under this Deed or from an Obligor or any other
person under the High Yield Finance Documents or for the payment or discharge
of the Intergroup Liabilities against the relevant Subordinated Liabilities.


 


10.          POWERS OF
ATTORNEY


 


10.1        Appointment by the
Creditors


 


Each of the Senior Finance Parties and the
Subordinated Creditors irrevocably appoints each of the Senior Agent, the
Security Trustee for the benefit of the Secured Creditors or any Receiver
appointed in respect of the Security Property (or any part of it) and each High
Yield Trustee may appoint the Security Trustee for the benefit of the Secured
Creditors or any Receiver appointed in respect of the Security Property (or any
part of it), individually as its attorney (in each case, for the purposes of
this Clause 10.1, an “Appointee”)
with full power to appoint substitutes and to delegate, in its name and on its
behalf and as its act, deed or otherwise to do any and every thing which such
Creditor (a) has authorised the Appointee to do under this Deed or (b) is
required to do by this Deed but has failed to do for a period of 10 Business
Days after receiving notice from the Appointee requiring it to do so, provided
that no High Yield Trustee shall be obliged to make (and shall not be treated
as having made) any such appointment unless it is indemnified to its
satisfaction in respect of all costs, liabilities, expenses and other amounts
which it may thereby incur or to which it may be rendered liable (in each case
in its opinion). The parties hereto hereby agree that this authorisation is
given to secure the interests of the parties under this Deed and is hereby
irrevocable.


 


10.2        Appointment by the
Obligors


 


By way of security for the performance of its
obligations hereunder, each of the Obligors hereby irrevocably appoints the
Security Trustee, any Receiver of the Security Property or any part of it and
their respective delegates and sub-delegates, (in each case, for the purposes
of this Clause 10.2, an “Appointee”)
to be its attorney acting severally (or jointly with any other such attorney or
attorneys) and in its name and on its behalf and as its act, deed or otherwise
to do any and every thing which:


 


(a)           such Obligor is obliged to do
under the terms of this Deed but has failed to do so for a period of 5 Business
Days after notice from the Appointee to do the same; or


 


24

















 


(b)           whilst any Senior Default is
continuing, such Appointee considers necessary or desirable in order to enable
such Appointee to exercise the rights conferred on it by this Deed or by law.


 


10.3        Ratification of Acts


 


Without prejudice to the generality of Clause
10.1 (Appointment by the Creditors)
and Clause 10.2 (Appointment by the Obligors),
each of the Senior Finance Parties and the Subordinated Creditors and the
Obligors hereby undertakes to the relevant Appointee, that promptly upon
request, such party will ratify and confirm all transactions entered into and
other actions by the Appointee, as the case may be (or any of their substitutes
or delegates) in the proper exercise of any power of attorney granted to it
hereunder.


 


11.          COSTS AND
EXPENSES


 


Clause 38 (Costs
and Expenses) of the Senior Facilities Agreement and the comparable
provisions in any Refinancing Facilities Agreement shall apply to this Deed, as
if set out herein, mutatis mutandis.


 


12.          CHANGES TO
THE PARTIES


 


12.1        Binding Nature


 


This Deed shall be binding on and enure to the
benefit of each party hereto its successors and its or any subsequent
successors’ transferees and assigns.


 


12.2        No Assignment by
Obligors


 


None of the rights, benefits and obligations
of the Obligors hereunder shall be capable of being assigned or transferred and
each Obligor undertakes that it will not seek to assign or transfer any of its
rights, benefits or obligations hereunder.


 


12.3        Hedge Obligors


 


If any member of the Bank Group which is not
already a party to this Deed becomes a Hedge Obligor, the Borrower will procure
that such member of the Bank Group will promptly become a party hereto as a
Hedge Obligor by the completion and execution of a Deed of Accession and
delivery of a copy thereof to the Senior Agent.


 


12.4        Hedge Counterparties


 


Any person which enters into a Hedging
Agreement as a counterparty shall promptly become a party hereto as a Hedge
Counterparty by the completion and execution of a Deed of Accession.


 


12.5        New Creditors


 


(a)           The parties hereto agree that
none of the Senior Finance Parties, High Yield Trustee(s) or Subordinated
Creditors will, prior to the Senior Discharge Date, assign or transfer to any
person the whole or any part of their rights or obligations in respect of the
Senior Liabilities or any of the Subordinated Liabilities unless the assignee
or transferee previously or simultaneously agrees with the other parties hereto
to be bound by the provisions of this Deed as if it were named herein and
subject to the same rights and obligations, mutatis
mutandis, as the Senior Finance Parties, High Yield Trustee and
Subordinated Creditors respectively and executes and delivers to the Security
Trustee for the benefit of the Secured Creditors:


 


(i)          (in
the case of a Senior Lender) a Transfer Deed under and in accordance with the
terms of the Senior Facilities Agreement or any Refinancing Facilities
Agreement; or


 


25

















 


(ii)         (in
the case of any other person) a Deed of Accession,


 


with a copy, in each case, to the Senior
Agent, provided that nothing herein shall prevent any High Yield Noteholder
from disposing of or transferring any of the High Yield Notes in accordance
with the relevant High Yield Indenture or the terms and conditions of the
relevant High Yield Notes.


 


(b)           The parties hereto confirm that
any person becoming a Creditor shall be entitled to the benefit of the
provisions contained herein as if it had been originally named a party hereto.


 


12.6        New Parties


 


Each party hereto
(including parties subsequently becoming bound by this Deed) irrevocably
authorises the Senior Agent to agree on its behalf with any other person
intending to become party hereto as a Senior Finance Party, a Senior Agent, a
Security Trustee, a High Yield Trustee, a Hedge Counterparty or an Obligor to
the execution of a Transfer Deed or a Deed of Accession so as to make such
person a party to this Deed and to effect such amendments to this Deed as may
be in the opinion of the Senior Agent (acting reasonably) necessary for such
purpose, provided that any amendment which would
materially and adversely affect any right, or impose or vary any material
obligation, of any of the parties hereto may not be made without the consent of
that party.


 


12.7        Resignation or
Removal of Senior Agent, Security Trustee or High Yield Trustee


 


None of the Senior Agent, the Security Trustee
or any High Yield Trustee may resign or be removed except as specified in the
Senior Facilities Agreement or any Refinancing Facilities Agreement, the
Security Trust Agreement or the High Yield Finance Documents (as the case may
be) and only if a replacement Senior Agent, Security Trustee or High Yield
Trustee agrees with all other parties hereto to become the replacement agent or
trustee under this Deed by the execution of a Deed of Accession.


 


13.          PROVISIONS
RELATING TO OBLIGORS


 


Each of the Obligors acknowledge the
priorities, rights and obligations recorded in this Deed and undertakes with
each of the other parties to this Deed to observe the provisions of this Deed
at all times and not to take any action (save as permitted by the Senior
Facilities Agreement and any Refinancing Facilities Agreement) which would or
would be reasonably likely to prejudice or otherwise adversely affect the
enforcement of such provisions or do or suffer to be done anything which would
be inconsistent with the terms of this Deed.


 


14.          NOTICES


 


14.1        Communication of
Notices


 


Each communication to be made hereunder shall
be made in writing and unless otherwise stated shall be made by fax or letter.


 


14.2        Delivery of Notices


 


Any communication or document to be made or
delivered by one person to another pursuant to this Deed shall (unless that
other person has by 10 Business Days’ prior written notice to the Senior Agent
and each High Yield Trustee specified another address) be made or delivered to
that other person at the address specified in Schedule 3 (Address for Notices) or, in the case of
any other person becoming party hereto after the date hereof in the Deed of
Accession or Transfer Deed or other acceding or amendment and restatement
document executed by it and shall be deemed to have been made or delivered when
dispatched (in the case of any communication made by fax) or (in the case of
any 


 


26

















 


communication made by letter) when left at
that address or (as the case may be) five Business Days after being deposited
in the post, postage prepaid, in an envelope addressed to it at that address
provided that any communication or document to be made or delivered to the
Senior Agent or the High Yield Trustee(s) shall be effective only when
received by the Senior Agent or the High Yield Trustee(s), as the case may be,
and then only if the same is expressly marked for the attention of the
department or officer identified with the signature below (or such other
department or officer as the Senior Agent or the High Yield Trustee(s), as the
case may be, shall from time to time specify for this purpose).


 


15.          REMEDIES,
WAIVERS & AMENDMENTS


 


15.1        No Waiver


 


No failure to exercise, nor any delay in
exercising, on the part of any Creditor any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by Law.


 


15.2        Amendments


 


Subject to Clause 15.3 (Technical Amendments), the Senior Agent
and the High Yield Trustee may, from time to time, agree to amend this Deed and
any amendments so made shall be binding on all the parties hereto, provided
that any amendment which would:


 


(a)           materially and adversely affect
any rights of the Senior Finance Parties or impose or vary any obligation on
the Senior Finance Parties (including without limitation, the subordination of
any High Yield Guarantee) may not be made without the prior written consent of
the Instructing Group;


 


(b)           materially or adversely affect
the rights of the High Yield Creditors or impose or vary any obligation of the
High Yield Creditors in respect of any High Yield Guarantee, may not be made
without the prior written consent of the relevant Majority High Yield
Creditors; or


 


(c)           adversely affect any right, or
impose or vary any obligation, of any other party hereto may not be made
without the consent of that party.


 


15.3        Technical Amendments


 


Notwithstanding Clause 15.2 (Amendments), the Senior Agent or (after
the Senior Discharge Date) a High Yield Trustee(s) may determine
administrative matters and make technical amendments arising out of a manifest
error on the face of this Deed, where such amendments would not prejudice or
otherwise be adverse to the position of the Senior Finance Parties, the High
Yield Creditors or the High Yield Trustee (as the case may be), without reference
to the Senior Finance Parties, the High Yield Creditors or the High Yield
Trustee(s).


 


15.4        Amendments to
Security Documents


 


(a)           Subject to sub-paragraph (c) below,
any provision of a Security Document may be amended or waived by the written
agreement of the relevant Obligor(s) and the Security Trustee party to
that Security Document (acting pursuant to sub-paragraph (b) below).


 


(b)           In agreeing to amend or waive
the provisions of any Security Document, the Security Trustee party to that
Security Document shall act in accordance with the provisions of the Senior


 


27














 


Facilities
Agreement (or any Refinancing Facilities Agreement) and the Pari Passu
Intercreditor Agreement provided that in connection with any Enforcement Action
or at any time after the occurrence of an Insolvency Event, the Security
Trustee shall act in accordance with the instructions of the Instructing Group
provided further that, if at any time the Senior Discharge Date would have
occurred but for the fact that any of the Hedging Liabilities remain
outstanding, the Security Trustee shall act in accordance with the instructions
of Hedge Counterparties holding in aggregate more than 50 per cent of the
Hedging Liabilities.


 


(c)                                  Where any amendment
or waiver affects the rights and benefits of a single Class (as defined
below) of the Senior Finance Parties (and not all the Senior Finance Parties in
a like or similar manner), any such amendment or waiver shall (in addition to
the requirements of sub-paragraph (b) above) require the written consent
of the Requisite Creditors (as defined below) of such affected Class.


 


(d)                                  For the purposes of
sub-paragraph (c) above:


 


(i)                              “Class” means each of the Senior Lenders or the Hedge Counterparties; and


 


(ii)                          “Requisite Creditors” means:


 


(A)                       in relation to the Senior Lenders, an Instructing Group; and


 


(B)                         in relation to the Hedge Counterparties, Hedge Counterparties
holding in aggregate more than 50 per cent of the Hedging Liabilities.


 


15.5                        Amended Deed


 


If any amendment is made to this Deed, the
Senior Agent shall provide a copy of any such amendment (clearly showing the
amendments made) to each of the parties hereto (including any persons which are
parties hereto pursuant to a Deed of Accession) provided that in relation to
copies required to be delivered to any member of the Group, the Senior Agent’s
obligations under this Clause 15.5 shall be discharged if one copy of any such
amendment is delivered to the Borrower.


 


16.                               TERMINATION


 


This Agreement shall terminate upon the Final
Discharge Date.


 


17.                               ENGLISH
LANGUAGE


 


Each communication and document made or
delivered by one person to another pursuant to this Deed shall be in the
English language or accompanied by a translation thereof into English certified
(by an officer of the person making or delivering the same) as being a true and
accurate translation thereof.


 


18.                               PARTIAL
INVALIDITY


 


If at any time any provision hereof is or
becomes illegal, invalid or unenforceable in any respect under the Law of any
jurisdiction, such illegality, invalidity or unenforceability shall not affect
or impair the legality, validity or enforceability of the remaining provisions
hereof or the legality, validity or enforceability of such provision under the
Law of any other jurisdiction.


 


19.                               THIRD
PARTY RIGHTS


 


Except as provided in Clause 3.3(b) (Undertakings to the Security Trustee) it
is agreed that otherwise than in circumstances where the requirements of this
Deed with regard to assignments and transfers are satisfied, a person who is
not a party to this Deed shall have no rights to enforce any of the terms 


 


28

















 


or provisions of this Deed other than those it
would have had if the Contracts (Rights of Third Parties) Act 1999 had not come
into force.


 


20.                               HIGH
YIELD TRUSTEE


 


20.1                        Reliance on
Certificates


 


The High Yield Trustee(s) may rely
without enquiry on certificates of the Security Trustee and the Senior Agent as
to the matters certified therein.


 


20.2                        Liability


 


(a)                                  It is expressly
understood and agreed by the parties that this Deed is executed and delivered
by each High Yield Trustee not individually or personally but solely in its
capacity as trustee in the exercise of the powers and authority conferred and
vested in it under the High Yield Finance Documents for and on behalf of the
High Yield Noteholders for which it acts as trustee and it shall have no
liability for acting for itself or in any capacity other than as trustee and
nothing in this Deed shall impose on it any obligation to pay any amount out of
its personal assets. Notwithstanding any other provision of this Deed, its
obligations hereunder (if any) to make any payment of any amount or to hold any
amount on trust shall be only to make payment of such amount to or hold any
such amount on trust to the extent that (i) it has actual knowledge that
such obligation has arisen and (ii) it has received and, on the date on
which it acquires such actual knowledge, has not distributed to the High Yield
Noteholders for which it acts as trustee in accordance with the High Yield
Indenture (in relation to which it is trustee) any such amount.


 


(b)                                  It is further
understood by the parties that in no case shall any High Yield Trustee be (i) personally
responsible or accountable in damages or otherwise to any other party for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by that High Yield Trustee in good faith in accordance with this Deed
or any of the High Yield Finance Documents in a manner that such High Yield
Trustee believed to be within the scope of the authority conferred on it by
this Deed or any of the High Yield Finance Documents or by law, or (ii) personally
liable for or on account of any of the statements, representations, warranties,
covenants or obligations stated to be those of any other party, all such
liability, if any, being expressly waived by the parties and any person
claiming by, through or under such party; provided however, that each High
Yield Trustee (or any successor High Yield Trustee) shall be personally liable
under this Deed for its own gross negligence or wilful misconduct or for its
breach of its covenants, representations and warranties contained herein, to
the extent expressly covenanted or made in its individual capacity. It is also
acknowledged that no High Yield Trustee shall have any responsibility for the
actions of any individual Creditor or High Yield Noteholder (save in respect of
its own actions).


 


20.3                        High Yield Trustee
Direct Claims


 


Notwithstanding any other provision of this
Deed, no provision of this Deed (including, without limitation, the provisions
of Clause 4.2 (Suspension of Permitted
Payments prior to the Senior Discharge Date), Clause 5 (Turnover), Clause 6.2 (Permitted Enforcement) and Clause 7 (Subordination on Insolvency)), shall alter
or otherwise affect the rights and obligations of any High Yield Guarantor to
make payments in respect of High Yield Trustee Direct Claims as and when the
same are due and payable and receipt and retention by the relevant High Yield
Trustee of the same or taking of any step or action by that High Yield Trustee
in respect of its rights under the High Yield Finance Documents to the same.


 


29

















 


20.4                        No Action


 


No High Yield Trustee shall have any
obligation to take any action under this Deed unless it is indemnified to its
satisfaction in respect of all costs, expenses and liabilities which it would
in its opinion thereby incur.


 


20.5                        No Fiduciary Duty


 


No High Yield Trustee shall be deemed to owe
any fiduciary duty to any Creditor (save in respect of such persons for whom it
acts as trustee) and shall not be personally liable to any Creditor if it shall
in good faith mistakenly pay over or distribute to any Creditor or to any other
person cash, property or securities to which any other Creditor shall be
entitled by virtue of this Deed or otherwise. With respect to the Creditors,
each High Yield Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in the High Yield
Finance Documents pursuant to which it acts as trustee and this Deed and no
implied agreement covenants or obligations with respect to the other Creditors
shall be read into this Deed against any High Yield Trustee.


 


20.6                        Provisions survive
Termination


 


The provisions of this Clause 20 shall survive
the termination of this Deed.


 


20.7                        Other Parties Not
Affected


 


This Clause 20 is intended to afford
protection to each of the High Yield Trustees only. No provision of this Clause
20 shall alter or change the rights and obligations as between the other parties
to this Deed in respect of each other (other than any High Yield Trustee in its
individual capacity in the case of Clause 20.3 (High Yield Trustee Direct Claims)).


 


20.8                        Notices of
Representative


 


Each High Yield Trustee shall at all times be
entitled to and may rely on any notice, consent or certificate given or granted
by the Senior Agent, Security Trustee or Representative pursuant to the terms
of this Deed without being under any obligation to enquire or otherwise
determine whether any such notice, consent or certificate has been given or
granted by the Senior Agent, Security Trustee or Representative properly acting
as directed by the appropriate instructing group.


 


21.                               COUNTERPARTS


 


This Deed may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


 


22.                               GOVERNING
LAW


 


This Deed is governed by, and shall be
construed in accordance with, English Law.


 


23.                               JURISDICTION


 


23.1                        Courts of England


 


Each of the Obligors and the Subordinated
Creditors irrevocably agrees for the benefit of each of the Senior Finance
Parties and the High Yield Trustee that the courts of England shall have
exclusive jurisdiction to hear and determine any suit, action or proceedings,
and to settle any disputes, which may arise out of or in connection with this
Deed (respectively “Proceedings”
and “Disputes”) and, for such
purposes, irrevocably submits to the jurisdiction of such courts.


 


30

















 


23.2                        Waiver of Indemnity


 


Each of the Obligors and the Subordinated
Creditors irrevocably waives any objection which it might now or hereafter have
to Proceedings being brought or Disputes settled in the courts of England and
agrees not to claim that any such court is an inconvenient or appropriate
forum.


 


23.3                        Service of Process


 


Each of the Obligors and the Subordinated
Creditors which is not incorporated in England agrees that the process by which
any Proceedings are begun may be served on it by being delivered in connection
with any Proceedings in England, in the case of any Obligor, to the Borrower at
its registered office for the time being and by executing this Deed each such
person accepts such appointment. If the appointment or appointments mentioned
in this Clause 23.3 cease to be effective in respect of any of the Obligors or
the Subordinated Creditors respectively, the relevant Obligor or Subordinated
Creditor shall immediately appoint a further person in England to accept
service of process on its behalf in England and, failing such appointment
within 15 days, the Senior Agent shall be entitled to appoint such person by
notice to the relevant Obligor or Subordinated Creditor. Nothing contained
herein shall affect the right to serve process in any other manner permitted by
Law.


 


23.4                        Proceedings in Other
Jurisdictions


 


The submissions to the jurisdiction of the
courts of England shall not (and shall not be construed so as to) limit the
right of the Senior Finance Parties or the High Yield Trustee or any of them to
take Proceedings against any of the Obligors or Subordinated Creditors in any
other court of competent jurisdiction nor shall the taking of Proceedings in
any one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by
applicable Law.


 


23.5                        General Consent


 


Each of the Obligors and Subordinated
Creditors hereby consents generally in respect of any Proceedings to the giving
of any relief or the issue of any process in connection with such Proceedings
including the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgement which may
be made or given in such Proceedings.


 


23.6                        Waiver of Immunity


 


To the extent that any Obligor or Subordinated
Creditor may in any jurisdiction claim for itself or its assets immunity from
suit, execution, attachment (whether in aid of execution, before judgement or
otherwise) or other legal process and to the extent that in any such
jurisdiction there may be attributed to itself or its assets such immunity
(whether or not claimed), such Obligor or Subordinated Creditor hereby
irrevocably agrees not to claim and hereby irrevocably waives such immunity to the
full extent permitted by the laws of such jurisdiction.


 


IN WITNESS whereof this Deed has been executed and delivered as a deed by the
parties hereto on the day and year first above written.


 


31

















 


SCHEDULE 1


 


DEED OF ACCESSION


 


This Deed of Accession dated [          ] is supplemental to an intercreditor
deed (the “Intercreditor Deed”)
dated 13 April 2004, as amended and restated on [·] December 2009,
between the Issuer, the Borrower, the Original High Yield Guarantor, the
Original Facility Agent, the Original Security Trustee, the Original High Yield
Trustee and the Senior Lenders (as may be further amended, supplemented, varied
or novated from time to time).


 


Terms defined in the Intercreditor Deed shall
have the same meaning when used in this Deed.


 


[Name of
new Obligor /new Senior Agent/new Hedge Counterparty/new Hedge Obligor /new
Security Trustee/new Senior Finance Party/new High Yield Trustee] of [address]
hereby agrees with each other person who is or who becomes a party to the
Intercreditor Deed in accordance with the terms thereof that with effect on and
from the date hereof it will be bound by the Intercreditor Deed as [an
Obligor/the Senior Agent/a Hedge Counterparty/a Hedge Obligor /a Security Trustee/a
Senior Finance Party/a High Yield Trustee] as if it had been party
to the Intercreditor Deed in such capacity.


 


Address for notices of [name of new Obligor etc.] for the purposes
of Clause 14.2 (Delivery of Notices)
of the Intercreditor Deed is:


 


Address:


 


Telephone Number:


 


Facsimile Number:


 


[Telex Number:]


 


[We have appointed [                           ] at [                 ] [(being the person named in
Clause 23.3 (Service of Process)
of the Intercreditor Deed as the process agent for each of the other
Obligors/Subordinated Creditors)] as our process agent for the purposes of
service of process pursuant to Clause 23.3 (Service
of Process) of the Intercreditor Deed.]


 


This Deed is governed by and shall be
construed in accordance with English Law.


 


IN WITNESS whereof this Deed of Accession has been executed as a deed by the
party hereto, and is delivered on the date written above.


 


EXECUTED AND DELIVERED AS A DEED by


 


[Name of
Party]


 


Countersigned in acceptance


 


By:


 


[           
]


 


Senior Agent


 


32

















 


SCHEDULE 2


 


FORM OF DEFAULT NOTICE


 


From:                  [Deutsche Bank AG, London Branch]


as Senior Agent


 


/[name of Representative]


 


To                                 The Bank of New York Mellon


as High Yield Trustee for itself and for and
on behalf of the High Yield Creditors which have appointed it as trustee


 


[          
]


as High Yield Trustee for itself and for and
on behalf of the High Yield Creditors which have appointed it as trustee


 


cc:                                 Virgin Media Finance PLC


as Issuer


 


cc:                                 Virgin Media Investment Holdings Limited


as Borrower and Obligors’ Agent


 


cc:                                 Deutsche Bank AG, London Branch


as Security Trustee


 


We refer to the intercreditor deed (the “Intercreditor Deed”) dated 13 April 2004,
as amended and restated on [·] December 2009, between
the Issuer, the Borrower, the Original High Yield Guarantor, the Original
Facility Agent, the Original Security Trustee, the Original High Yield Trustee,
the Senior Lenders, the Intergroup Creditor and the Intergroup Debtor (as may
be further amended, supplemented, varied or novated from time to time).


 


Terms defined in the Intercreditor Deed shall
have the same meaning when used in this Default Notice.


 


Pursuant to Clause 4.2 (Suspension of Permitted Payments prior to the Senior
Discharge Date) of the Intercreditor Deed, we hereby give you notice
of the occurrence of the Senior Default(s), details of which are set out below,
and confirm that:


 


(a)                                  all payments to the High Yield Creditors which would otherwise be
permitted to be made pursuant to paragraphs (a) and (b) of Clause 4.1
(Permitted Payments prior to the Senior
Discharge Date) of the Intercreditor Deed may no longer be made and
shall not be made until the earliest date on which:


 


(x)                                   paragraph (a) of Clause 4.2 (Suspension
of Permitted Payments prior to the Senior Discharge Date) does not
apply; and


 


(y)           one
of the following applies:


 


33

















 


(i)                                     more than 179 days having elapsed from the date hereof or if
earlier, where a Standstill Period is in effect at any time during that 179 day
period, the date on which that Standstill Period expires;


 


(ii)                                  the relevant Senior Default has been cured or waived by the relevant
Instructing Group, as the case may be, in writing or has ceased to exist;


 


(iii)                               whichever of the Senior Agent or the Representative has served this
Default Notice by notice in writing to the High Yield Trustee, the Issuer and
the Representative, cancels this Default Notice; or


 


(iv)                              the Senior Discharge Date occurs; and


 


(b)                                 all payments in respect of Intergroup Liabilities which would
otherwise be permitted to be made pursuant to Clause 4.1 (Permitted Payments prior to the Senior Discharge Date)
of the Intercreditor Deed may no longer be made and shall not be made other
than with the prior written consent of the Instructing Group.


 


Details of Senior Default: [                                 ]


 


	
  By:

  	
   

  	
  .

  
	
   

  	
   

  	
   

  
	
   

  	
  For and on behalf of

  	
   

  
	
   

  	
  [DEUTSCHE BANK AG, LONDON
  BRANCH]

  	
   

  
	
   

  	
  as Senior Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  .

  
	
   

  	
   

  	
   

  
	
   

  	
  For and on behalf of

  	
   

  
	
   

  	
  [name of
  Representative]

  	
   

  



 


34

















 


SCHEDULE 3


 


ADDRESS FOR NOTICES


 


Virgin Media Finance PLC


 


as Issuer and Intergroup Creditor for itself
and for and on behalf of the Borrower and the Intergroup Debtor


 


 


	
  Address:

  	
   

  	
  Bartley Wood Business Park

  
	
   

  	
   

  	
  Hook

  
	
   

  	
   

  	
  Hampshire RG27 9UP

  
	
   

  	
   

  	
   

  
	
  Deutsche Bank AG, London Branch

  
	
  as Senior Agent on behalf of the Senior
  Finance Parties

  
	
   

  
	
  Address:

  	
   

  	
  [                                    ]

  
	
   

  	
   

  	
   

  
	
  The Bank of New York Mellon

  
	
  as High Yield Trustee

  
	
   

  
	
  Address:

  	
   

  	
  [                                    ]

  



 


35