Exhibit 10.2


 


EXECUTION VERSION


 


B FACILITY ACCESSION DEED


 


To:                              Deutsche Bank AG, London Branch as Facility
Agent


 


Virgin
Media Investment Holdings Limited (the “Company”)


 


This Deed is
dated 12 April 2010 and relates to:


 


(a)                                  the facilities agreement dated
16 March 2010 (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)
whereby certain facilities were made available to the Borrowers under the
guarantee of the Guarantors, by a group of banks and other financial institutions
on whose behalf Deutsche Bank AG, London Branch acts as Facility Agent in
connection therewith;


 


(b)                                 the HYD Intercreditor
Agreement;


 


(c)                                  the Group Intercreditor
Agreement; and


 


(d)                                 the Security Trust Agreement.


 


1.                                           Terms defined in the Facilities Agreement shall, subject to
any contrary indication, have the same meanings in this Deed.  The B Facility made available under this Deed
shall be designated as the “B Facility”. The “B Facility Lender” and each “B
Facility Borrower” is set out on the Schedule to this Deed.


 


2.                                           The B Facility Lender confirms that the details in the
Schedule to this Deed are an accurate summary of the B Facility Lender’s
Commitment in the B Facility.


 


3.                                           The B Facility Lender requests the Facility Agent and the
Company to accept this Deed as being delivered to the Facility Agent and the
Company pursuant to and for the purposes of Clause 2.1(b) (The Facilities) of the Facilities Agreement.


 


4.                                           The B Facility Lender confirms that it has received a copy
of the Facilities Agreement together with such other information as it has
required in connection with this transaction and that it has not relied and
will not rely on any other Relevant Finance Party to check or enquire on its
behalf into the legality, validity, effectiveness, adequacy, accuracy or
completeness of any such information and further agrees that it has not relied
and will not rely on any other Relevant Finance Party to assess or keep under
review on its behalf the financial condition, creditworthiness, condition, affairs,
status or nature of the Parent or any Obligor.


 


5.                                           The B Facility Lender agrees to become party to and to be
bound by the terms of the Facilities Agreement as a B Facility Lender.


 


6.                                           The Termination Date in respect of the B Facility is 45 days
from the date hereof.


 


7.                                           The B Facility Margin is 3.75% per annum.


 


8.                                           The Final Maturity Date in respect of the B Facility is 31 December 2015.


 


9.                                           Pursuant
to Clause 12.8 (Prepayment Fee) of the Facilities
Agreement, the repayment of all B Facility Advances in full pursuant to Clause
11.1(a)(ii) (Voluntary Prepayment) or Clause 12.1
(Change of Control) of the Facilities
Agreement prior to the date falling 12 months after the date of the first
Utilisation shall be subject to the payment of a prepayment premium in an
amount equal to 1.00% of the aggregate principal amount of such B Facility
Advances.


 





















 


10.                                     The issue price of the B Facility is 100% of the principal
amount thereof.


 


11.                                     The B Facility Lender undertakes with the Company and each
of the other Relevant Finance Parties that it will perform in accordance with
their terms all those obligations which by the terms of the Relevant Finance
Documents will be assumed by it after delivery of this Deed to the Facility
Agent and satisfaction of the conditions (if any) subject to which this Deed is
expressed to take effect.


 


12.                                     The Company undertakes to deliver to any B Facility Lender
that has not previously received it, a copy of the annual operating budget in
respect of the financial year ending 31 December 2010 that was delivered
to the Lenders under the Existing Senior Credit Facilities Agreement.


 


13.                                     Deutsche Bank AG, London Branch represents to the Facility
Agent and to the Company that it is a UK Bank Lender.


 


14.                                     Each B Facility Lender that is a UK Bank or UK Non-Bank Lender
shall deliver to the Facility Agent, on or before the date falling five
Business Days before the date upon which interest next falls due for payment
after the date hereof, the following documents evidencing the tax status of such
B Facility Lender as indicated above:


 


	
  UK Bank Lender

  	
   

  	
  (i)              certificate of incorporation; and  

   

  (ii)             copy of banking licence.

  
	
   

  	
   

  	
   

  
	
  UK Non- Bank Lender

  	
   

  	
  (i)             certificate
  of incorporation in the UK; or  

   

  (ii)           other
  evidence that the relevant ss. 933-937 Income Tax Act 2007 are met.

  



 


If a B Facility
Lender has previously provided the Company with the above documents (in
connection with any financing made available by such B Facility Lender to the
Company) such B Facility Lender shall only be required to confirm in writing
that it had previously provided such documents and that there have been no
changes to the form of such documents relevant for these purposes.


 


ACCESSION TO THE HYD INTERCREDITOR AGREEMENT


 


The B Facility Lender hereby agrees with
each other person who is or becomes party to the HYD Intercreditor Agreement in
accordance with the terms thereof that with effect on and from the date hereof,
it will be bound by the HYD Intercreditor Agreement as a Senior Finance Party
and as a Senior Lender as if it had been an original party thereto in such
capacity.


 


ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT


 


The B Facility Lender hereby agrees with
each other person who is or becomes party to the Group Intercreditor Agreement
in accordance with the terms thereof that with effect on and from the date
hereof, it will be bound by the Group Intercreditor Agreement as a Senior
Finance Party and as a Senior Lender as if it had been an original party
thereto in such capacity.


 


This Deed, including all non-contractual
obligations arising out of or in connection with it, shall be governed by, and
construed in accordance with, English Law.


 


IN WITNESS WHEREOF this Deed has been executed
as a deed by the parties hereto and is delivered on the date written above.


 





















 


THE SCHEDULE


 


	
  Name
  of B Facility Lender

  	
   

  	
  B
  Facility Lender’s Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG, London Branch

  	
   

  	
  £675,000,000

  	
   

  



 


	
  Name of B Facility Borrower

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VMIH Sub
  Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media
  SFA Finance Limited

  	
   

  	
   

  	
   

  



 





















 


	
  The B Facility Lender

   

  EXECUTED as a DEED for and on
  behalf of  

   

  DEUTSCHE BANK AG, LONDON BRANCH  

   

  	
   

  	
   

  
	
  By:

  	
  /s/ ABUDY TAHA  

  	
   

  	
  By: 

  	
  /s/ CAMELIA ROBU  

  
	
  Abudy Taha  

  	
   

  	
  Camelia Robu  

  
	
  Director

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Facility Agent

   

  EXECUTED as a DEED for and on
  behalf of  

   

  DEUTSCHE BANK AG, LONDON BRANCH

   

  	
   

  	
   

  
	
  By:

  	
  /s/ NICOLA DAWES

  	
   

  	
  By: 

  	
  /s/ V ADAMS  

  
	
  Nicola Dawes  

  	
   

  	
  V Adams  

  
	
  Vice President

  	
   

  	
  Assistant Vice President

  



 





















 


	
  The Company

   

  EXECUTED as a DEED for and on
  behalf of

   

  VIRGIN MEDIA INVESTMENT
  HOLDINGS LIMITED acting by:

   

  
	
  Director

  	
  /s/ ROBERT GALE  

  	
   

  
	
   

  	
  Robert Gale  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ SARAH COX  

  	
   

  
	
   

  	
  Witness  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:Sarah Cox

  Address: “Spring Cottage”, 7 Chestnut
  Avenue, Andover, Hampshire, SP 10 2HE

  Occupation: PA to Financial Director —
  Control and Tax

  



 





















 


Administrative Details of B
Facility Lender and its Facility Office


 


Facility Office Address in relation to its
tax status as set out in paragraph 14 above: Winchester House, 1 Great
Winchester Street, London, EC2N 2DB


 


Administrative Office: Loan Operations, 99
Bishopsgate, London, EC2


 


Contact Name: Steven Connolly


 


	
  Account for Payments:

  	
  Correspondent Bank: Deutsche Bank AG,
  London Branch

  
	
   

  	
  SWIFT Code: DEUTGB2L

  
	
   

  	
  Sort Code: 40-50-81

  
	
   

  	
  Account: 30798301

  
	
   

  	
  IBAN: GB75DEUT40508130798301

  



 


Fax: 020-7545-4638


 


Telephone: 020-7545-7398