Exhibit 4.3   
  3 March 2006 as amended and restated on 13 June 2006, 10 July 2006, 31 July 2006,
15 May 2008, 30 October 2009 and 8 January 2010  GROUP INTERCREDITOR DEED  DEUTSCHE BANK AG, LONDON BRANCHas
Original Facility Agent and Original Security Trustee  THE ORIGINAL SENIOR BORROWERS  THE ORIGINAL SENIOR GUARANTORS  THE SENIOR LENDERS  THE HEDGE COUNTERPARTIES  THE INTERGROUP DEBTORS  and  THE INTERGROUP CREDITORS 
  White
& Case LLP
5 Old Broad Street
London  EC2N 1DW


TABLE
OF CONTENTS  Page1.
  INTERPRETATION
  11.1
  Terms Defined
  11.2
  Definitions
  11.3
  References
  91.4
  Construction
  102.
  PRIORITIES AND SUBORDINATION
  102.1
  Priorities and Subordination
  102.2
  Priorities not affected
  112.3
  Liabilities not affected
  113.
  UNDERTAKINGS OF THE OBLIGORS
  113.1
  Hedging Liabilities
  113.2
  Intergroup Liabilities
  114.
  UNDERTAKINGS OF THE CREDITORS
  114.1
  Hedge Counterparties
  114.2
  New Hedging Agreements
  124.3
  Provision of New Hedging Agreements
  124.4
  Obligations of the Intergroup Creditors
  124.5
  Undertakings to the Security Trustee
  124.6
  Undertakings in respect of the HYD Intercreditor Agreement
  135.
  PERMITTED PAYMENTS
  135.1
  Permitted Payments Prior
  to the Senior Discharge Date
  135.2
  Suspension of Permitted Hedging Payments
  145.3
  Senior Default
  146.
  TURNOVER
  146.1
  Turnover
  146.2
  Subrogation
  156.3
  Failure of Trusts
  157.
  ENFORCEMENT
  167.1
  Restrictions on Enforcement by Hedge Counterparties
  167.2
  Restrictions on Enforcement by Additional Senior Finance
  Parties
  177.3
  Permitted Enforcement by Senior Finance Parties
  177.4
  Restrictions on Enforcement by Intergroup Creditors
  187.5
  Permitted Enforcement of Hedging Liabilities
  197.6
  Authorisation to Security Trustee
  217.7
  Release of Security on Enforcement and Disposal after
  Enforcement Action
  227.8
  No New Encumbrances
  237.9
  Disposals
  237.10
  No Enforcement
  237.11
  Manner of Enforcement
  247.12
  Standstill Payments
  248.
  PROCEEDS OF ENFORCEMENT OF SECURITY
  248.1
  Application of Proceeds of Enforcement of Barclays Security
  248.2
  General Application of Proceeds
  248.3
  Non-cash Distributions
  268.4
  Sums received by an Obligor
  26  i


8.5
  Certificates
  268.6
  Conversion of Currencies
  268.7
  Preservation of Liabilities
  269.
  SUBORDINATION ON INSOLVENCY
  279.1
  Subordination
  279.2
  Filing of claims
  279.3
  Distributions
  279.4
  Voting
  2810.
  RANKING
  2810.1
  Ranking of Security
  2810.2
  Perfection of Security
  2911.
  ENFORCEMENT OF SECURITY
  2911.1
  Enforcement on or before the Senior Discharge Date
  2911.2
  Exemption
  3012.
  NEW SENIOR LIABILITIES
  3013.
  PURCHASE OPTION
  3114.
  REINSTATEMENT
  3215.
  APPROPRIATION
  3216.
  POWERS OF ATTORNEY
  3216.1
  Appointment by the Creditors
  3216.2
  Appointment by the Obligors
  3316.3
  Ratification of Acts
  3317.
  COSTS AND EXPENSES
  3318.
  CHANGES TO THE PARTIES
  3318.1
  Binding Nature
  3318.2
  No Assignment by Obligors
  3318.3
  New Creditors
  3318.4
  New Parties
  3518.5
  Resignation or Removal of Facility Agent, Security Trustee
  or Authorised Representative
  3519.
  PROVISIONS RELATING TO OBLIGORS
  3520.
  NOTICES
  3520.1
  Communication of Notices
  3520.2
  Delivery of Notices
  3521.
  REMEDIES, WAIVERS & AMENDMENTS
  3621.1
  No Waiver
  3621.2
  Amendments
  3621.3
  Technical Amendments
  3721.4
  Priorities betweenSenior
  Finance Documents
  3721.5
  Amended Deed
  3722.
  TERMINATION
  3723.
  ENGLISH LANGUAGE
  3724.
  PARTIAL INVALIDITY
  3725.
  THIRD PARTY RIGHTS
  3826.
  COUNTERPARTS
  3827.
  HEDGING LIABILITIES CONFLICTS
  3828.
  GOVERNING LAW
  3829.
  JURISDICTION
  3829.1
  Courts of England
  3829.2
  Waiver of Indemnity
  38  ii


29.3
  Service of Process
  3829.4
  Proceedings in Other Jurisdictions
  3929.5
  General Consent
  3929.6
  Waiver of Immunity
  39SCHEDULE 1DEED OF ACCESSION
  40SCHEDULE 2ADDRESS FOR NOTICES
  41SCHEDULE 3THE ORIGINAL SENIOR
  BORROWERS AND ORIGINAL SENIOR GUARANTORS
  42SCHEDULE 4THE
  EXISTING HEDGE COUNTERPARTIES
  53  iii


THIS
INTERCREDITOR DEEDis made on 3 March 2006as
amended and restated on 13 June 2006, 10 July 2006, 31 July 2006,
15 May 2008, 30 October 2009 and 8 January 2010 between the
following parties:  (1)DEUTSCHE
BANK AG, LONDON BRANCH(in its capacity as facility agent for the Senior
Lenders under the Senior Facilities Agreement, the Original  Facility Agent);  (2)DEUTSCHE
BANK AG, LONDON BRANCH(in its capacity as security trustee under the Senior
Facilities Agreement, the Original
Security Trustee);  (3)THE
ORIGINAL SENIOR BORROWERSlisted in Part I of Schedule 3 (The Original Senior Borrowers) as original borrowers under
the Senior Facilities Agreement (the Original Senior Borrowers);  (4)THE
ORIGINAL SENIOR GUARANTORSlisted in Part II of Schedule 3 (The Original Senior Guarantors) as original borrowers under
the Senior Facilities Agreement (the Original Senior Guarantors);  (5)THE
SENIOR LENDERS(as defined below);  (6)THE
INSTITUTIONSwhose names and addresses are set out in Schedule 4 (The Existing Hedge Counterparties)(each in its capacity as
an Existing Hedge Counterparty, an Existing Hedge
Counterparty);  (7)           THE
INTERGROUP DEBTORS (as defined below); and  (8)THE INTERGROUP
CREDITORS(as defined below).  IT
IS AGREEDas follows:  1.INTERPRETATION  1.1Terms Defined  Terms defined
in the Senior Facilities Agreement or (once the facilities made available under
the Senior Facilities Agreement have been refinanced in full, and all undrawn
commitments thereunder cancelled) the Designated Refinancing Facilities
Agreement (each as defined below) shall have the same meaning when used in this
Deed unless otherwise defined herein.  1.2Definitions  In this
Deed the following terms have the meanings given to them in this Clause.  Additional Liability means in relation to a Liability, any
present and future liabilities and obligations at any time of all or any of the
Obligors, both actual and contingent and whether incurred solely or jointly or
in any other capacity together with any of the following matters which arises
or is incurred as a result of or in connection with:  (a)any deferral, extension,
novation or refinancing of such Liability;  (b)any claim for damages, restitution
or otherwise made in connection with such  1


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;  (d)any claim for breach of
representation, warranty or undertaking or an event of default or under an
indemnity or in connection with any other document or agreement evidencing or
constituting any other liability or obligation falling within this definition;
or  (e)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.  Additional Senior Finance Parties means
any Senior Finance Parties in respect of any Additional Senior Liabilities.  Additional Senior Liabilities means any
Senior Liabilities which are not outstanding under the Senior Facilities
Agreement or the Designated Refinancing Facilities Agreement.  Authorised Representative means the
facility agent, trustee or similar representative in respect of any Series of
Senior Liabilities and the Senior Representative, if any.  Barclays means
Barclays Bank PLC.  Barclays Intercreditor Agreement means that intercreditor
agreement dated 3 March 2006 and made between Yorkshire Cable
Communications Limited, Sheffield Cable Communications Limited, Yorkshire Cable
Properties Limited, Cable London Limited, Barclays and Deutsche Bank AG, London
Branch as security trustee for the Beneficiaries.  Barclays Liabilities
has the meaning given to it in the Barclays Intercreditor Agreement.  Barclays Security
has the meaning given to it in the Barclays Intercreditor Agreement.  Beneficiaries means the First Beneficiary and the Second
Beneficiaries.  C Facility 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) by
way of principal or interest under or in connection with the C Facility
together with any related Additional Liabilities owed to the C Facility Lenders
(as defined in the Senior Facilities Agreement).  Companymeans Virgin Media Investment Holdings Limited and
its successors in title from time to time.  Creditors means the Beneficiaries and the Intergroup Creditors
and any person that becomes party to this Deed in any such capacity pursuant to
Clause 18 (Changes to the Parties).  2


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 Relevant Agent and the Obligors Agent shall
agree.  Designated Refinancing Facilities Agreement
means, upon repayment of all liabilities under the Senior Facilities Agreement
and cancellation of all undrawn commitments thereunder, any Refinancing
Facilities Agreement designated or redesignated as the Designated Refinancing
Facilities Agreement by written notice from the Company to the Security
Trustee (with a copy to each Authorised Representative).  Only one agreement at a time may be a
Designated Refinancing Facilities Agreement.  Enforcement Action has the meaning given to it in
Clause 7.6 (Authorisation to Security
Trustee).  Enforcement Control Event means when (x) 60
consecutive Business Days have lapsed since both of the following have occurred
at the same time (i) the aggregate outstanding principal amount and
undrawn uncancelled commitments under the Senior Facilities Agreement or, upon
its repayment in full and cancellation of all undrawn commitments thereunder,
the Designated Refinancing Facilities Agreement is less than £1.0 billion and (ii) the
aggregate outstanding principal amount and undrawn commitments under the Senior
Facilities Agreement or, upon its repayment in full and cancellation of all
undrawn commitments thereunder, the Designated Refinancing Facilities Agreement
represents less than 60% (sixty percent) of the aggregate outstanding principal
amount and undrawn commitments under all Senior Liabilities and (y) both
conditions under clauses (i) and (ii) continue to exist on such 60th
Business Day.  Exposure means, in respect of any Hedge
Counterparty, an amount equal to the aggregate of:  (a)in respect of any hedging transaction of
that Hedge Counterparty under any Hedging Agreement that has, as of the date
the calculation is made, been terminated or closed out in accordance with the
terms of this Deed, the amount, if any, payable to it under any Hedging
Agreement in respect of that termination or close out as of the date of
termination or close out (and taking into account any interest accrued on that
amount since the date of termination or close out) to the extent that amount is
unpaid (that amount to be certified by the relevant Hedge Counterparty and as
calculated in accordance with the relevant Hedging Agreement); and  (b)in respect of any hedging
transaction of that Hedge Counterparty under any Hedging Agreement that has, as
of the date the calculation is made, not been terminated or closed out, the
amount, if any, which would be payable to it under that Hedging Agreement in
respect of that hedging transaction, if the date on which the calculation is
made was deemed to be an Early Termination Date (as defined in the relevant
Hedging Agreement) for which the relevant Hedging Obligor is the Defaulting
Party (as defined in the relevant Hedging Agreement), that amount to be
certified by the relevant Hedge Counterparty and as calculated in accordance
with the relevant Hedging Agreement.  Facility Agent means the Original Facility
Agent or its successor or any agent, trustee or other person fulfilling a
similar role under the Senior Facilities Agreement or the Designated
Refinancing Facilities Agreement from time to time.  3


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 Hedging Discharge Date.  First Beneficiary means the Security Trustee to the extent
only of the amounts payable to it in its capacity as such (for its own account)
pursuant to the Senior Finance Documents.  Group means the Ultimate Parent and its
Subsidiaries from time to time.  Hedge Counterparties means, collectively, the Existing
Hedge Counterparties and, following their accession to this Deed in accordance
with the provisions of Clause 18.3 (New
Creditors), any New Hedge Counterparties.  Hedging Agreement
means any and each agreement entered into from time to time between an Obligor
and a Hedge Counterparty in connection with Hedging Arrangements.  Hedging Arrangements
means any interest rate or currency protection arrangements (whether by way of
interest rate or cross currency swap, cap, collar or otherwise) from time to
time entered into by any Obligor which arrangements hedge the interest rate or
currency exposure of the Group and which are permitted under the Senior
Facilities Agreement or, upon its repayment in full and cancellation of all
undrawn commitments thereunder, the Designated Refinancing Facilities Agreement
and which are documented by one or more Hedging Agreements.  Hedging Discharge Date
means the date on which each Hedge Counterparty has notified the Security
Trustee that it is satisfied that its Hedging Liabilities have been fully and
finally satisfied and no further Hedging Liabilities can arise under or in
respect of any Hedging Agreement entered into by such Hedge Counterparty.  Hedging Liabilities
means all present and future Indebtedness and other obligations and liabilities
at any time of all or any of the Obligors whether actual or contingent or
whether owed or incurred solely or jointly or in any other capacity whatsoever
to the Hedge Counterparties (or any one or more of them) under or in connection
with any Hedging Agreements together with any related Additional Liabilities
owed to any Hedge Counterparty or Hedge Counterparties and together also with
all costs, charges and expenses incurred at any time by any Hedge Counterparty
or Hedge Counterparties in connection with the protection, preservation or
enforcement of its rights under any Hedging Agreements.  Hedging Obligor
means any member of the Bank Group that has entered into a Hedging Agreement.  HYD
Intercreditor Agreement means the intercreditor agreement dated 13 April 2004
between certain of the Obligors, the Senior Finance Parties and the indenture
trustee in respect of the Existing High Yield Notes as the same may otherwise
be amended, supplemented, novated or restated from time to time.  4


Indebtedness means any obligation (whether incurred as a
principal or as a surety) for the payment or repayment of money, whether
present or future, actual or contingent (including interest and other charges
relating to it).  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)a resolution is passed or 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  (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 Party means:  (a)prior to the Senior Discharge
Date:  (i)prior to an Enforcement
Control Event, the Instructing Group (as defined in the Senior Facilities
Agreement or, upon its repayment in full and cancellation of all undrawn
commitments thereunder, the Designated Refinancing Facilities Agreement); or  (ii)upon an Enforcement Control
Event, the Senior Finance Parties representing a majority of the aggregate
outstanding principal amount and undrawn uncancelled commitments under the
Senior Finance Documents at the relevant date of determination; and  (b)at any time from (and
including) the Senior Discharge Date but prior to the Hedging Discharge Date,
such Hedge Counterparties whose aggregate Exposure represents not less than 662/3% (sixty-six and two-thirds percent) of the aggregate
Exposure of all Hedge Counterparties at the relevant date of determination.  Intergroup Creditor means:  (a)as at the date of this Deed,
each member of the Group that is a creditor in respect of any Intergroup
Liabilities of any Obligor; and  (b)at any time hereafter, each
person who becomes a creditor in respect of any Intergroup Liabilities and who
accedes to this Deed in the capacity of an Intergroup Creditor by its execution
and delivery of a Deed of Accession.  Intergroup Debtor means:  (a)as at the date of this Deed,
any Obligor that is a debtor in respect of any Intergroup Liabilities; and  5


(b)at any time hereafter, each
person who becomes a debtor in respect of any Intergroup Liabilities and who
accedes to this Deed in the capacity of an Intergroup Debtor by its execution
and delivery of a Deed of Accession.  Intergroup  Liabilities
means all present and future obligations constituted by Indebtedness owed by
any Intergroup Debtor to any Intergroup Creditor together with any related
Additional Liabilities owed to any Intergroup Creditor and together also with
all costs, charges and expenses incurred by any 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 and the Intergroup Liabilities
collectively, and Liability
means any of them.  New Hedge Counterparty
means each party to a Hedging Agreement which has acceded to this Deed as a
Hedge Counterparty in accordance with the provisions of Clause 18.3 (New Creditors) and New Hedge Counterparties
means all such parties.  New Intermediate Holdco
means a limited liability company incorporated in England and Wales that is a
direct wholly-owned subsidiary of the Company to which all Subsidiaries of VMIH
(other than any finance subsidiary) are transferred.  New
Senior Liabilities shall have the meaning given to such term in
Clause 12 (New Senior Liabilities)
(excluding, for the avoidance of doubt, any credit exposure of a Senior Finance
Party, if any, in its capacity as a Hedge Counterparty, if applicable).  Obligors means the Original Senior Borrowers, the Original
Senior Guarantors and any debtor or grantor of guarantees and/or security in
respect of the Senior Facilities Agreement, any Refinancing Facilities
Agreement or any other Senior Finance Document.  Obligors Agent means the Company in its capacity as agent
pursuant to Clause 30.18 (Obligors Agent)
of the Senior Facilities Agreement, or any person acting in a corresponding
capacity pursuant to any Designated Refinancing Facilities Agreement.  Parent means Virgin Media Finance PLC and
its successors in title from time to time.  Permitted Hedging Payments means, subject to Clause 9
(Subordination on Insolvency), any
payments, receipts and set offs in respect of Hedging Liabilities (including
all amounts payable as a result of any early termination or close out of any
Hedging Arrangements), but only to the extent that any such payment has fallen
due under or in connection with the terms of the relevant Hedging Agreement or
otherwise by mutual agreement of the parties thereto.  Permitted Payments means any payment that (i) is
a Permitted Payment (as defined in the Senior Facilities Agreement or, upon its
repayment in full and cancellation of all undrawn commitments thereunder, the
Designated Refinancing Facilities Agreement) or any other payment permitted
under Clause 25.5 (Dividends,
Distributions and Share Capital) of the Senior Facilities Agreement,
or the corresponding provision in the Designated Refinancing Facilities Agreement,
and (ii) is otherwise permitted under the Senior Finance Documents.  Priority Creditors means the Senior
Finance Parties and the Hedge Counterparties.  Priority Liabilities means the Senior
Liabilities and the Hedging Liabilities.  6


Prohibited Actions means in relation to an Intergroup
Liability:  (i)the payment, repayment or
purchase of such Intergroup Liability or any part thereof;  (ii)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;  (iii)the creation of any
Encumbrance over any or all of the assets or revenues of the Intergroup Debtor
in respect of such Intergroup Liability;  (iv)the giving of a guarantee or
other assurance against financial loss in respect of such Intergroup Liability;  (v)any action whereby the
priority as to payment of such Intergroup Liability under this Deed is altered;
or  (vi)any action prohibited in
accordance with Clause 7.4 (Restrictions on
Enforcement by Intergroup Creditors).  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 proceeds of the Liabilities.  Refinancing Facilities Agreement means any
agreement under which debt facilities are made available for the refinancing of
the facilities made available under the Senior Facilities Agreement or any
Designated Refinancing Facilities Agreement and which is designated as such by
the Company by notice to the Security Trustee and any Relevant Agent, provided
that the aggregate principal amount of such refinancing indebtedness does not
exceed the aggregate principal amount of the Commitments of the Senior Lenders
under the Senior Facilities Agreement or any Designated Refinancing Facilities
Agreement that it is refinancing plus any amount permitted to be incurred under
Clause 12 (New Senior Liabilities).  Relevant Agent means (i) prior to the Enforcement
Control Event, the Facility Agent and (ii) after the Enforcement Control
Event, the Senior Representative.  Second Beneficiaries means the Facility Agent, any other
Authorised Representatives, the Senior Finance Parties and the Hedge
Counterparties.  Secured Obligationsmeans the Security Trustee
Liabilities, the Senior Liabilities and the Hedging Liabilities.  Security means the security granted by the Obligors
pursuant to the Security Documents.  Security Documents means the Security Documents (as defined
in the Senior Facilities Agreement or, upon its repayment in full and
cancellation of all undrawn commitments thereunder, the Designated Refinancing
Facilities Agreement) and any other document executed at any time by any member
of the Group conferring or evidencing any Encumbrance for or in respect of any
of the Priority Liabilities.  7


Security Trust Agreement means the
security trust agreement dated 3 March 2006, made between, amongst others,
the Original Security Trustee, the Original Facility Agent, the Company, and
the Original Obligors (as defined therein) relating to the Security (and/or any
replacement or additional security trust agreement entered into in connection
with any Refinancing Facilities Agreement or other Senior Finance Document).  Security Trustee means the Original
Security Trustee or its successor (and/or any replacement or additional
security trustee under any Security Trust Agreement).  Security Trustee Liabilities means the
amounts payable to the Security Trustee referred to in the definition of First
Beneficiary.  Senior Default means any Event of Default
(as defined in the Senior Facilities Agreement or, upon its repayment in full
and cancellation of all undrawn commitments thereunder, the Designated
Refinancing Facility Agreement) and any event of default (howsoever described)
under any other Senior Finance Document.  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 or other Senior Finance Documents) 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 or
other Senior Finance Document) 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 (as amended and restated from time to time)
between inter aliathe Ultimate
Parent, the Original Borrowers, the Original Facility Agent, the Original
Security Trustee and the Senior Lenders.  Senior Finance Documents means (i) the
Relevant Finance Documents (as defined in the Senior Facilities Agreement or,
upon its repayment in full and cancellation of all undrawn commitments
thereunder, the Designated Refinancing Facilities Agreement, or if it is not
defined there, the Finance Documents as defined in the Designated Refinancing
Facilities Agreement), (ii) any Refinancing Facilities Agreement and (iii) any
document evidencing New Senior Liabilities.  Senior Finance Parties means (i) the
Relevant Finance Parties (as defined in the Senior Facilities Agreement or,
upon its repayment in full and cancellation of all undrawn commitments
thereunder, the Designated Refinancing Facilities Agreement, or if it is not
defined there, the Finance Parties as defined in the Designated Refinancing
Facilities Agreement) and (ii) any other creditor or designated agent
under any of the Senior Finance Documents.  Senior Lenders means 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  8


Clause 18.3
(New Creditors) hereof and in accordance
with the provisions of the Senior Facilities Agreement or any Designated 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, but excluding any
Hedging Liabilities) 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 12 (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, and provided that for the purposes of the
interpretation of the definition of Senior Liabilities
in:  (i)the Security Documents (other
than the share charge agreement specified in paragraph 2 of Part 4 of
Schedule 4 (Vanilla Initial Security Documents) to
the Senior Facilities Agreement and the assignment of loans dated 31 July 2006
granted by the Parent in favour of the Security Trustee in respect of the
shares of the Company  (the C Facility Security Documents)) only, Senior Liabilities
shall not include any C Facility Liabilities (as defined in the Senior
Facilities Agreement); and  (ii)the C Facility Security
Documents only, Senior Liabilities shall not include any C Facility Liabilities
other than the liabilities of the Parent under paragraph (b) of Clause
29.1 (Guarantee) and paragraph (b) of
Clause 29.2 (Indemnity) of the Senior
Facilities Agreement.  Senior Representative means the
representative appointed by the Instructing Party to represent the Senior
Finance Parties after an Enforcement Control Event, which, in the absence of an
appointment by the Instructing Party, shall be the facility agent, trustee or
similar representative of the Series of Senior Liabilities representing
the largest portion of the aggregate outstanding principal amount and undrawn
uncancelled commitments of all Senior Liabilities at the relevant date of
determination.  Seriesmeans
any series or class of Senior Liabilities outstanding from time to time.  For the avoidance of doubt, all Senior
Liabilities outstanding under the same facilities agreement, note indenture or
other debt agreement shall constitute a single Series unless any tranche
or series under such agreement has different rights in respect of the Security,
in which case such tranche or series shall constitute a separate Series as
the context requires.  Ultimate Parent means Virgin Media Inc.
and its successors in title from time to time.  1.3References  (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  9


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.  (d)Any references in this Deed to
the definition of Designated Refinancing Facilities Agreement or Refinancing
Facilities Agreement or any provisions using such defined term are intended to
be effective following the designation of a Designated Refinancing Facilities
Agreement or Refinancing Facilities Agreement in accordance with the definition
of such term.  1.4Construction  Any referencein this Deed to:  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  2.1Priorities
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
and the Hedging Liabilities pari passu
without any priority amongst themselves; and  (ii)second, 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  10


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 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 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
Liabilities, each such Liability shall 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 any of the documents regulating any Liability 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
OF THE OBLIGORS  3.1Hedging Liabilities  Until the Senior Discharge Date, except as
the Instructing Party shall previously have consented in writing, no Obligor
will pay, repay or prepay any of the Hedging Liabilities except as contemplated
in Clause 4.1 (Hedge Counterparties).  3.2Intergroup Liabilities  Until
the Final Discharge Date, each Intergroup Debtor undertakes to the Security
Trustee and each of the other Beneficiaries that it shall not take, nor permit
any Intergroup Creditor nor cooperate with any Intergroup Creditor to take the
benefit of, any Prohibited Action in relation to any Intergroup Liability
except as contemplated by Clause 5 (Permitted Payments).  4.UNDERTAKINGS
OF THE CREDITORS  4.1Hedge Counterparties  Until the Senior Discharge Date, a Hedge
Counterparty will not demand or receive any payment, prepayment or repayment in
respect of the Hedging Liabilities except:  (a)subject to Clause 5.2 (Suspension of Permitted Hedging Payments),
Permitted Hedging Payments;  (b)in respect of the proceeds of
the Security distributed by the Security Trustee pursuant to and in accordance
with Clause 8.2 (General Application of
Proceeds);  11


(c)any demand or receipt
permitted pursuant to Clause 7.5 (Permitted
Enforcement of Hedging Liabilities); or  (d)otherwise with the prior
written consent of the Security Trustee (acting on the instructions of the
Instructing Party).  4.2New Hedging Agreements  Each Hedging Obligor and each Hedge
Counterparty agrees that (save as the Instructing Party shall previously have
consented in writing) any Hedging Agreement entered into after the date hereof:  (a)shall be in the form of an
Acceptable Hedging Agreement; and  (b)will include an Event of
Default (as defined in the Senior Facilities Agreement or, upon its repayment
in full and cancellation of all undrawn commitments thereunder, the Designated
Refinancing Facilities Agreement) as an Event of Default (as defined therein).  4.3Provision of New Hedging
Agreements  Each Hedging Obligor agrees to provide the
Security Trustee with copies of any Hedging Agreements entered into after the
date hereof as soon as reasonably practicable after the execution thereof.  4.4Obligations of the Intergroup
Creditors  Until the Final Discharge Date, each
Intergroup Creditor undertakes to the Security Trustee and each of the other
Beneficiaries that it shall not agree to, or take the benefit of, any
Prohibited Action in relation to any Intergroup Liability except as
contemplated in Clause 5 (Permitted Payments).  4.5Undertakings to the Security
Trustee  Each
Priority 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 each Authorised Representative promptly upon its becoming
aware of the occurrence or remedying of a Senior Default,  12


and acknowledges that the Security Trustee has entered
into this Deed in reliance on the undertakings set out in this Clause 4.5.  4.6Undertakings in respect of the
HYD Intercreditor Agreement  Notwithstanding anything to the contrary in
the HYD Intercreditor Agreement, each Priority Creditor hereby agrees that only
the Instructing Party shall exercise any rights or powers as the Instructing
Group under the HYD Intercreditor Agreement and no Priority Creditors (other
than the Instructing Party) shall exercise or seek to exercise any such rights
or powers or contest, protest or object to any such exercise by the Instructing
Party.  5.PERMITTED
PAYMENTS  5.1Permitted Payments Prior to
the Senior Discharge Date  Subject
to Clause 6.1 (Turnover) and
Clause 6.3 (Failure of Trusts):  (a)any Intergroup Debtor may pay
in cash to any Intergroup Creditor and any Intergroup Creditor may receive and
retain (or apply in respect of any liability) payments received from any
Intergroup Debtor in respect of any Intergroup Liability:  (i)provided that no Senior
Default has occurred and is continuing or is likely to occur as a result
thereof, for the purposes of funding any Permitted Payments; or  (ii)at any time after the
occurrence of a Senior Default, for the purposes of funding any Permitted
Payments permitted by the provisions of Clause 5.2 (Suspension
of Permitted Hedging Payments);  (b)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 any Intergroup Creditor or by any waiver of any such
Intergroup Liabilities or by the making of any capital contribution by any
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 the Designated Refinancing Facilities Agreement,  provided that
where any 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) to
(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  13


otherwise in
form and substance as may be reasonably required by the Relevant Agent) within
10 Business Days of such conversion.  5.2Suspension of Permitted
Hedging Payments  Subject to Clause 9 (Subordination on Insolvency), no Obligor shall make and no
Hedge Counterparty shall receive any Permitted Hedging Payments if:  (a)a Senior Default (other than a
default in respect of any Hedging Arrangement) has occurred and is continuing
20 Business Days after its occurrence and/or the Relevant Agent has taken any
of the steps it is entitled to take by reason of the occurrence of such Senior
Default; or  (b)a Senior Default (other than a
default in respect of any Hedging Arrangement) has occurred and a notice is
served on the relevant Obligor and such Hedge Counterparty by the Security
Trustee stating that such Senior Default has occurred and is continuing and
that no Permitted Hedging Payments can be made.  Any payments in respect of Hedging
Liabilities made after paragraph (a) of this Clause 5.2 has become
applicable or after a notice in accordance with paragraph (b) of this
Clause 5.2 is served, shall not constitute Permitted Hedging
Payments.  Following the occurrence of
any Senior Default referred to in paragraphs (a) or (b) of this
Clause 5.2, any Hedge Counterparty may suspend any payments due from it to
any Obligor under any Hedging Arrangement to which it is a party.  If the Relevant Agent is satisfied that the
circumstances or the relevant breach which gave rise to the Senior Default
referred to in paragraphs (a) or (b) above no longer apply or has
been cured (as the case may be), it may, by notice to the Obligors Agent and
the Hedge Counterparties state that payments may be made in respect of Hedging
Liabilities so as to constitute Permitted Hedging Payments.  Upon receipt of such notice, any Hedge
Counterparties that have suspended payments to any Obligor and any Obligors
that have suspended payments to any Hedge Counterparty, in each case under any
Hedging Arrangement, shall promptly recommence such payments.  5.3Senior Default  Notwithstanding the terms of the Senior
Finance Documents, prior to the Senior Discharge Date after the service of a
notice under Clause 27.17 (Acceleration)
of the Senior Facilities Agreement (or the comparable provision in the
Designated Refinancing Facilities Agreement) or any of the Senior Liabilities
having been accelerated or otherwise declared due and payable prior to their
stated maturity under any other Senior Finance Document, in each case following
the occurrence of a Senior Default, all proceeds of enforcement of the Security
Documents granted by the Obligors shall forthwith be paid or delivered direct
to the Security Trustee for the benefit of the Priority Creditors for
application pursuant to and in accordance with Clause 8.2 (General Application of Proceeds).  6.TURNOVER  6.1Turnover  If at
any time prior to the Final Discharge Date:  (a)any Hedge Counterparty
receives a payment (including by way of set-off) or  14


distribution
in cash or in kind of, or on account of, any Hedging Liabilities other than a
Permitted Hedging Payment;  (b)any Hedge Counterparty
receives the proceeds of any enforcement of any Security on account of any
Hedging Liabilities (including by way of set-off or combination of accounts)
unless those proceeds are received pursuant to Clause 8.2 (General Application of Proceeds);  (c)any Intergroup Creditor
receives in respect or on account of, any Intergroup Liabilities a payment or
distribution (in cash or in kind) from any Obligor which is not permitted by
Clause 5 (Permitted Payments) and which is
not made in accordance with the provisions of Clause 8.2 (General Application of Proceeds); or  (d)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 Intergroup Liabilities which is not permitted by Clause 5 (Permitted Payments) or which is not made in accordance with
the provisions of Clause 8.2 (General Application of
Proceeds),  the
receiving Creditor will hold the same for and on behalf of and to the order of
the Security Trustee, and pay (after deducting from the amount received or
recovered the costs, liabilities and expenses (if any) incurred by the relevant
Creditor in recovering such amount) and distribute upon demand all such amounts
to the Security Trustee for application in accordance with Clause 8.2 (General Application of Proceeds).  6.2Subrogation  (a)If the Priority Liabilities
are wholly or partially paid out of any proceeds received in respect or on
account of the Intergroup Liabilities owing to one or more of the Intergroup
Creditors, such Intergroup Creditor shall to that extent be subrogated to the
rights of the Priority Creditors in respect of the Priority Liabilities so
paid, including all security for those Priority Liabilities, but no Intergroup
Creditor may exercise those subrogation rights or receive any payments in
respect thereof on or before the Final Discharge Date without the prior written
consent of the Relevant 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 Intergroup Creditors, the Intergroup
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
Priority Creditors (or any of them) under Clause 6.1 (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 6.2, under applicable law or otherwise
until after the Final Discharge Date.  6.3Failure of Trusts  If for
any reason any trust which is to arise (pending payment of any amount to the
Security Trustee for the benefit of the Priority Creditors (or any of them))
pursuant to Clause 6.1 (Turnover) or
Clause 8.7 (Preservation of Liabilities) of
this Deed fails or for any reason  15


cannot
be given effect to (including without
limitation, by reason of the laws of any jurisdiction in which any property
which is subject to such trust 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 Priority Creditors, for application in accordance with
Clause 8.2 (General 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.  7.ENFORCEMENT  7.1Restrictions on Enforcement by
Hedge Counterparties  Save as permitted by Clause 7.5 (Permitted Enforcement of Hedging Liabilities), until the
Senior Discharge Date, each Hedge Counterparty undertakes to the Security
Trustee and each of the other Beneficiaries that it will not:  (a)accelerate any of the Hedging
Liabilities or otherwise declare any of the Hedging Liabilities due and payable
prior to its stated maturity whether on an event of default or otherwise;  (b)exercise any right to
crystallise, or require the Security Trustee to crystallise, any floating
charge created pursuant to the Security Documents;  (c)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 guarantee
given by any Obligor in relation to all or any part of the Hedging Liabilities;  (d)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 any Obligor; or  (e)exercise the remedy of
foreclosure in respect of any asset the subject of an Encumbrance created
pursuant to any Security Document,  provided
that a Hedge Counterparty shall be entitled to at all times and from time to
time to bring legal proceedings against any person solely for the purpose of:  (i)obtaining injunctive relief
(or any analogous remedy outside England and Wales) to restrain any actual or
putative breach of any Senior Finance Document to which it is a party;  (ii)obtaining specific performance
(other than specific performance to make a payment) with no claim for damages;
or  (iii)requesting judicial
interpretation of any provision of any Senior Finance Document to which it is a
party with no claim for damages.  16


7.2Restrictions on Enforcement by
Additional Senior Finance Parties  Each of the Additional Senior Finance Parties agrees
that, without the prior written consent of the Relevant Agent or the
Instructing Party, it will not:  (a)exercise or seek to exercise any right to
crystallise, or require the Security Trustee to crystallise, any floating
charge created pursuant to the Security Documents;  (b)exercise or seek to 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, attachment, set-off, execution or otherwise;  (c)exercise or seek to exercise the remedy of
foreclosure in respect of any asset the subject of an Encumbrance created
pursuant to any Security Document;  (d)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 arrangements or assignment for the benefit of
creditors or any similar proceedings involving an Obligor;  (e)institute or commence, or join with any
person in commencing any action or proceeding with respect to the rights and
remedies described on paragraphs (a) to (d), inclusive, of this Clause
7.2;  (f)contest or support any other person in
contesting, in any proceedings, the perfection, priority, validity or
enforceability of all or any part of the Security held by or on behalf of the
Priority Creditors or the validity or enforceability of any of the Priority
Liabilities or of the priorities, rights or duties established by this Deed;  (g)contest, protest or object to any
enforcement or foreclosure proceeding or action or any other rights and remedies
relating to the Security brought by the Security Trustee or any Senior Lender
under the Senior Finance Documents or object to the forbearance by either the
Security Trustee or the Senior Lenders from bringing or pursuing any
enforcement or foreclosure proceeding or action or any other exercise of any
rights or remedies relating to the Security; or  (h)take or cause to be taken any action the
purpose or intent of which is, or could be, to interfere, hinder or delay, in
any manner, whether by judicial proceedings or otherwise, any sale, transfer or
other disposition of the Security by the Security Trustee.  7.3Permitted Enforcement by
Senior Finance Parties  Except as otherwise specifically provided in this Deed
and without limitation to the other terms of this Deed, the Senior Finance
Parties shall have all the rights and remedies available to them under the
Senior Finance Documents to which they are a party upon the occurrence of a
Senior Default. Without limiting the generality of the foregoing, each Senior
Finance Party shall have the independent right, exercised in accordance with
the applicable Senior Finance Documents and applicable law, to do any of the
following:  (a)demand payment, declare prematurely due and
payable or otherwise seek to accelerate payment of or place on demand all or
any part of the required payment of interest or  17


principal
constituting Senior Liabilities owing to such Senior Finance Party, pursuant to
the Senior Finance Documents (other than the Security Documents (in respect of
which only the Security Trustee may take such actions)) to which it is a party;  (b)take any action in order to perfect,
preserve or protect its rights in any Security, provided such action shall not
impair the rights of the Security Trustee or any other Priority Creditor;  (c)institute suits or legal proceedings or
file any pleadings, objections, motions or agreements against any Obligor (A) under
the terms of the applicable Senior Finance Documents (other than the Security
Documents (in respect of which only the Security Trustee may take such
actions)) for collection of the amounts owing thereunder, (B) to seek
injunctive relief to restrain any actual or putative breach of any Senior
Finance Document (other than any Security Document (in respect of which only
the Security Trustee may take such actions)) or for specific performance or any
other similar remedy, or (C) to assert rights or interests available to
unsecured creditors of the Obligors, including arising under any Insolvency
Event;  (d)file any necessary or responsive pleadings
in opposition to any pleading filed by any person objecting to or otherwise
seeking disallowance of the rights of any Senior Finance Party in the Security;
or  (e)in the case of any Insolvency Event, file a
claim or statement of interest with respect to the Senior Liabilities,  in each case above, to the extent not inconsistent
with the express terms of this Deed, including, without limitation,
Clause 7.2 (Restrictions on Enforcement
by Additional Senior Finance Parties).  7.4Restrictions on Enforcement by
Intergroup Creditors  Until the Final Discharge Date, each Intergroup
Creditor undertakes to the Security Trustee and to each of the Beneficiaries
that it will not:  (a)accelerate any of the Intergroup
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 Intergroup Liabilities
by execution or otherwise or sue for or institute legal proceedings to recover
all or any part of the Intergroup 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  (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  18


creditors
or any similar proceedings involving an Obligor.  7.5Permitted Enforcement of
Hedging Liabilities  (a)Notwithstanding the provisions of
Clause 7.1 (Restrictions on Enforcement by Hedge
Counterparties) or any other Clause of this Deed:  (i)to the extent it is able to do so under the
relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in
whole or in part any hedging transaction under the Hedging Agreement prior to
its stated maturity:  (A)if any Senior Liabilities have been
declared to be due and payable under Clause 27.17 (Acceleration) or due and payable under
Clause 27.18 (Repayment on Demand)
of the Senior Facilities Agreement or any similar or analogous provisions of
any Refinancing Facilities Agreement or other Senior Finance Document or the
Security Trustee or any Senior Finance Party has exercised any right to enforce
any Encumbrance created pursuant to the Security Documents;  (B)if (x) the obligations of the relevant
Obligor under the Hedging Agreement cease to be Hedging Liabilities which rank pari passu with the Senior Liabilities
under Clause 2.1 (Priorities and
Subordination) or on a pro rata
basis of payment to the other Second Beneficiaries under Clause 8.2 (General Application of Proceeds), (y) this
Deed is amended in contravention of paragraph (c) of Clause 21.2 (Amendments), or (z) such Hedge
Counterparty ceases to be a Priority Creditor in its capacity as a party to a
Hedging Agreement or the Hedging Liabilities in respect of the relevant Hedging
Agreement cease to be Secured Obligations;  (C)if an Illegality or Tax Event, Tax Event
Upon Merger or a Force Majeure Event (each defined in the 1992 ISDA Master
Agreement or 2002 ISDA Master Agreement, as published by the International
Swaps and Derivatives Association, Inc., as applicable) has occurred in
respect of that Hedging Agreement;  (D)if an Event of Default has
occurred under either clause 27.6 (Insolvency),
clause 27.7 (Winding-up) or
clause 27.8 (Execution or Distress),
or clause 27.9 (Similar Events)by reference to clause 27.6 (Insolvency), clause 27.7 (Winding-up) or clause 27.8 (Execution or Distress), of the Senior
Facilities Agreement or the comparable provision in the Designated Refinancing
Facilities Agreement in relation to an Obligor which is party to that Hedging
Agreement;  (E)to the extent that that termination or
close-out by the Hedge Counterparty is necessary to comply with any of the
terms of this Deed;  (F)if the Instructing Party gives
its prior consent to that termination or close-out being made; or  19


(G)at any time by mutual
agreement of the relevant Obligor unless a Senior Default has occurred and a
notice is served on the relevant Obligor and such Hedge Counterparty by the
Security Trustee stating that such Senior Default has occurred and is
continuing and that no termination or close-out can be made pursuant to this
Clause 7.5(a)(i)(G).  (ii)if an
Obligor has defaulted on any payment due under a Hedging Agreement (after
allowing any applicable notice or grace periods) and the default has continued
unwaived for more than 10 days after notice of that default has been given to
the Relevant Agent, the relevant Hedge Counterparty:  (A)may, to the extent it is able to do so
under the relevant Hedging Agreement, terminate or close-out in whole or in
part any hedging transaction under that Hedging Agreement; and  (B)until such time as the Security Trustee has
given notice to that HedgeCounterparty that it is exercising any right to enforce any Encumbrance created
pursuant to the Security Documents, shall be entitled to exercise any right it
might otherwise have to sue for, commence or join legal or arbitration
proceedings against the relevant Obligor to recover any Hedging Liabilities due
under that Hedging Agreement; and  (iii)after the occurrence of an Insolvency Event in relation to any Obligor,
each Hedge Counterparty shall be entitled to exercise any right it may
otherwise have in respect of that Obligor to:  (A)prematurely close-out or
terminate any Hedging Liabilities of that Obligor;  (B)make a demand under any
guarantee, indemnity or other assurance against loss given by that Obligor in
respect of any Hedging Liabilities;  (C)exercise any right of set-off
or take or receive any payment in respect of any Hedging Liabilities of that
Obligor; or  (D)claim and prove in the liquidation of that
member of the Group for the Hedging Liabilities owing to it,  provided
always that, subject to the occurrence of the events and circumstances
specified under either paragraph (a) or (b) of Clause 5.2 (Suspension of Permitted Hedging Payments),
any amounts received in respect of Hedging Liabilities as a result of action
permitted to be taken under this Clause 7.5 shall promptly upon receipt be
paid by the relevant Hedge Counterparty to the Security Trustee for the benefit
of the Beneficiaries to hold upon trust for application in accordance with
Clause 8.2 (General Application of Proceeds)
(and pending such payment to the Security Trustee, the Hedge Counterparty will
save as specified otherwise hold the amount received on trust for the purposes
of this Deed).  20


(b)Each Hedging Obligor and each Hedge
Counterparty agrees that (save as the Instructing Party shall previously have
consented in writing):  (i)if upon termination of any transaction
entered into under a Hedging Agreement effected following an Event of Default
(as defined therein), a settlement amount or other amount falls due from the
relevant Hedge Counterparty to the relevant Obligor, that amount shall be paid
to the Security Trustee and treated as if it were the proceeds of enforcement
of the security conferred by the Security Documents and applied in accordance
with Clause 8.2 (General Application of
Proceeds); and  (ii)the relevant Hedge Counterparty will
exercise any rights it may have to terminate the hedging transactions under the
Hedging Agreement (unless the Instructing Party otherwise agrees or requires)
as soon as reasonably practicable after the date on which the Relevant Agent
serves a notice confirming that any of the Senior Liabilities have been declared
due and payable under any of the Senior Finance Documents.  7.6Authorisation to Security
Trustee  Subject
to the terms of the Senior Finance Documents, at any time after a Senior
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
Party and no Priority Creditors or Authorised Representative shall contest or
object to any Enforcement Action being brought by the Security Trustee on the
instructions of the Instructing Party and no party shall take or receive any
Security or any proceeds of any Security in connection with the exercise of any
right or remedy (including set off) with respect to the Security other than the
Security Trustee acting on the instructions of the Instructing Party in
accordance with this Deed;  21


(B)the Security Trustee shall have the
exclusive right and the Instructing Party shall have the exclusive right to
instruct the Security Trustee to enforce rights, exercise remedies (including
set-off) and make determinations regarding the release, disposition, or
restrictions with respect to the Security, subject to the provisions of this
Clause 7 and in exercising such rights and remedies, the Security Trustee and
the Instructing Party may enforce the provisions of the Senior Finance
Documents and exercise the remedies thereunder, all in such order and in such
manner as they may determine in the exercise of their sole discretion; and  (C)subject to paragraph (b) of Clause
7.11 (Manner of Enforcement), if
the Instructing Party instructs the Security Trustee to enforce the Security,
it may do so in such manner as it deems fit, having regard solely to the interests
of the Beneficiaries.  Neither the
Security Trustee, the Relevant Agent nor any other Senior Finance Party shall
be responsible to any other Creditor for any failure to enforce or to maximise
the proceeds of any enforcement, and may cease any such enforcement at any
time.  7.7Release of Security on
Enforcement and Disposal after Enforcement Action  (a)Other than under (and without prejudice to)
the Senior Facilities Agreement or any Refinancing Facilities Agreement, if any
assets are sold or otherwise disposed of (i) by (or on behalf of) the
Security Trustee, (ii) as a result of a sale by an administrator or
liquidator, or (iii) by an Obligor at the request of the Security Trustee
(acting on the instructions of or with the consent of the Instructing Party),
in each case of the foregoing, either as a result of the enforcement of the
Security or a disposal by an Obligor after any Enforcement Action, the Security
Trustee shall be authorised (at the cost of the Obligors) to release those
assets from the Security and is authorised to execute or enter into, on behalf
of and, without the need for any further authority from any of the Priority
Creditors or Obligors:  (i)any release of the Security or any other
claim over that asset and to issue any certificates of non-crystallisation of
any floating charge that may, in the absolute discretion of the Security
Trustee, be considered necessary or desirable;  (ii)if the asset which is disposed of consists
of all of the shares (which are held by an Obligor) in the capital of an
Obligor or any holding company or Subsidiary of that Obligor, any release of
that Obligor or holding company or Subsidiary from all liabilities it may have
to any Priority Creditor or other Obligor, both actual and contingent in its
capacity as a guarantor or borrower (including any liability to any other
Obligor by way of guarantee, contribution, subrogation or indemnity and
including any guarantee or liability arising under or in respect of the Senior
Finance Documents) and a release of any Security granted by that Obligor or
holding company or Subsidiary over any of its assets under any of the Security
Documents; and  (iii)if the asset which is disposed of consists
of all of the shares (which are held by an Obligor) in the capital of an Obligor
or any holding company or Subsidiary of that Obligor and if the Security
Trustee wishes to dispose of any Liabilities owed by that Obligor, any
agreement to dispose of all or part of those  22


Liabilities
on behalf of the relevant Priority Creditors, Obligors or Agents (with the
proceeds thereof being applied as if they were the proceeds of enforcement of
the Security) provided that the Security Trustee shall take reasonable care to
obtain a fair market price in the prevailing market conditions (though the
Security Trustee shall have no obligation to postpone any disposal in order to
achieve a higher price),  provided
that (A) no liabilities of the Parent, the Company or any Finance
Subsidiary, in each case in its capacity as a borrower or issuer under any
Senior Finance Documents, may be disposed of or released pursuant to this
Clause 7.7, (B) any asset which is disposed of is released from the claims
of all Priority Creditors, (C) the proceeds of such disposal are applied
in accordance with Clause 8 (Proceeds of
Enforcement of Security) hereof, and (D) no guarantees of any
notes issued by the Parent, the Company or any Finance Subsidiary under an
indenture may be disposed of pursuant to sub-paragraph (iii) above but
may, to the extent applicable, be released pursuant to sub-paragraph (ii) above.  (b)No such release under paragraph (a) above
will affect the obligations and/or liabilities of:  (i)any other member of the Group to any other
Creditors; or  (ii)any Intergroup Creditors to any of the
Beneficiaries.  7.8No New Encumbrances  Until the
Senior Discharge Date, no Obligor shall grant or permit any additional
Encumbrances, or take any action to perfect any additional Encumbrances, on any
asset or property to secure any Series of Senior Liabilities unless it has
also granted an Encumbrance on such asset or property to secure all of the
other Series of Senior Liabilities to the extent legally possible and
without undue burden on the Group (excluding limitations or exclusions in the
Security provided to any Series pursuant to the terms of the Senior
Finance Documents in respect of such Series) and has taken all actions to
perfect such Encumbrances. To the extent that the foregoing provisions are not
complied with for any reason, without limiting any other rights and remedies
available to the Security Trustee or other Senior Finance Parties, any amounts
received by any Senior Finance Party in contravention of this Clause 7.8 shall
forthwith be paid to the Security Trustee for the benefit of the Priority
Creditors for application pursuant to and in accordance with Clause 8.2 (General Application of Proceeds)  7.9Disposals  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.  7.10No Enforcement  Except as otherwise
provided in this Clause 7 (Enforcement),
the Security Trustee may, in accordance with the instructions of the
Instructing Party, refrain from enforcing the security conferred by the
Security as long as it sees fit.  23


7.11Manner of Enforcement  (a)If the Security Trustee does
enforce the Security it may do so in such manner as it sees fit and solely
having regard to the interest of the Beneficiaries.  The Security Trustee shall not be responsible
to any Beneficiary for any failure to enforce nor to maximise the proceeds of
any enforcement, and may cease any such enforcement at any time.  (b)Neither the relevant Instructing Party
instructing the Security Trustee, nor the Security Trustee itself, shall take
into account the sharing of proceeds under Clause 8 (Proceeds of Enforcement of Security) when determining the
manner of enforcement of Security (and which Security to enforce) and, if it is
determined to enforce any direct Security over shares of one or more members of
the Group (other than shares in the Company and/or New Intermediate Holdco),
the relevant Instructing Party must in good faith believe that doing so will
result in more aggregate proceeds resulting from enforcement of Security (disregarding
the sharing of proceeds under Clause 8 (Proceeds
of Enforcement of Security)) than would be realised solely from
enforcing direct Security over shares in the Company and/or New Intermediate
Holdco alone.  The requirements of this
paragraph (b) are solely for the benefit of the Priority Creditors and no
Obligor shall have any rights under this paragraph (b).  7.12Standstill Payments  Following a
Senior Default, all payments received by any Senior Finance Party to enter into
any standstill agreement or other agreement to delay the taking of any
Enforcement Action shall be shared among all the Senior Finance Parties pro rata based on the aggregate
outstanding principal amount and undrawn commitments with respect to Senior
Liabilities held by such Senior Finance Party.  8.PROCEEDS
OF ENFORCEMENT OF SECURITY  8.1Application of Proceeds of
Enforcement of Barclays Security  Without
prejudice to Clause 7.10 (No Enforcement)
and subject to the rights of any preferential creditor, the Beneficiaries
hereby agree that the net proceeds of enforcement of the Security shall,
insofar as those net proceeds relate to any assets the subject of the Barclays
Security, be applied in the following order:  FIRSTin payment to Barclays of the
Barclays Liabilities; and  SECONDin payment to the Security
Trustee to be applied in accordance with and in order of the priority set out
in Clause 8.2 (General Application of
Proceeds).  8.2General Application of
Proceeds  Subject to the rights of any preferential creditor and
the provisions of Clause 8.1 (Application of Proceeds of
Enforcement of Barclays Security) and notwithstanding the terms of
the Security Documents, without prejudice to Clause 7 (Enforcement), the Beneficiaries hereby agree that the net
proceeds of enforcement of the Security shall be paid (together with any sums
paid to the Security Trustee pursuant to Clause 6 (Turnover)
and Clause 9 (Subordination on
Insolvency)) to the Security Trustee for the benefit of the Priority
Creditors  24


pursuant to the terms of this Deed 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:  FIRSTin or towards payment of a sum equivalent to the
aggregate of the Security Trustee Liabilities, to the First Beneficiary;  SECONDin or towards payment of any Fees;  THIRDin or towards payment of a sum equivalent to the
aggregate of the Senior Liabilities and the Hedging Liabilities, to the Second
Beneficiaries respectively, which sum will (if insufficient to discharge the
same in full) be paid to such Second Beneficiaries on a pro rata basis without
any priority amongst themselves; and  FOURTHin payment to the relevant Obligor(s) or other
person(s) entitled thereto,  PROVIDED THATeach C Facility Lender agrees that, to the extent
that (i) the net proceeds of any enforcement of Security and (ii) any
other recoveries and/or proceeds from any Obligor (including without
limitation, pursuant to a demand made under Clause 29 (Guarantee and Indemnity) of the Senior Facilities Agreement)
(other than in the case of sub-paragraph (ii), such other recoveries and/or
proceeds from the Parent and the Company) are to be applied in accordance with
this Clause 8.2, any such proceeds shall be applied in accordance with
this Clause 8.2 until all of the Senior Liabilities (other than the C
Facility Liabilities) (subject, in the case of sub-paragraph (i), to the
proviso in the immediately following paragraph) and the Hedging Liabilities
have been discharged in full, and  PROVIDED FURTHER THATeach Priority Creditor agrees
that, to the extent that a Security (or a portion thereof) has not been granted
in favour of any Series of Senior Liabilities incurred after 30 October 2009
or the Senior Finance Documents in respect of such Series limit or exclude
such Security (or a portion thereof) from the collateral securing such Series of
Senior Liabilities, such Series of Senior Liabilities shall not receive
any net proceeds resulting from the enforcement of such Security (or such
portion thereof) that was so limited or excluded.  For the avoidance of doubt,  (a)this proviso shall not be
deemed such a limitation or exclusion in relation to the C Facility
Liabilities; and  (b)this proviso shall not apply
to the extent (but only to the extent) Security has been granted over a
particular asset under one or more Senior Finance Documents:  (i)which Security does not secure
a particular Series of Senior Liabilities; or  (ii)the Senior Finance Documents
in respect of a particular Series of Senior Liabilities limit or exclude
such Security from the collateral securing such Series of Senior
Liabilities,  (in either case, the Limited Security) but other
Security (including for the avoidance of doubt Security that is subsequently
granted and therefore, but for  25


this Deed, would rank in priority of payment
subsequent to the Limited Security) has been granted over that asset which does
secure such Series of Senior Liabilities and is not so limited or excluded
from the collateral securing such Series of Senior Liabilities.  The Obligors and the Intergroup Creditors acknowledge
and agree to the provisions of Clause 2.1 (Priorities and Subordination) and this Clause 8.2.  8.3Non-cash Distributions  If the Security Trustee receives any distribution
otherwise than in cash in respect of the Intergroup Liabilities from any
Obligor or any other source, the Security Trustee may realise such
distributions as it sees fit and shall apply the proceeds of such realisation
in accordance with Clause 8.2 (General Application of
Proceeds).  8.4Sums received by an Obligor  If an Obligor
receives any sum which, pursuant to any of the Security Documents or this Deed
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 Priority Creditors and
shall promptly be paid to the Security Trustee for application in accordance
with this Clause 8.  8.5Certificates  In applying
any moneys received by it under this Deed, the Security Trustee may rely on any
certificate made or given by each Authorised Representative, as to the
existence and amount of any Liabilities owing to any Priority Creditor under
any of the Senior Finance Documents.  8.6Conversion of Currencies  If the Security Trustee receives any amount under this
Deed for any of the Liabilities in a currency other than the currency of the
Priority Liabilities, the Security Trustee may convert such amount into the
currency of the Priority Liabilities at its spot rate of exchange for the
purchase of the relevant currency of the Priority Liabilities with the currency
of the amount received in the London foreign exchange market.  8.7Preservation of Liabilities  None of the 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 8.2 (General Application of Proceeds).  26


9.SUBORDINATION
ON INSOLVENCY  9.1Subordination  Without
prejudice to any other provision of this Deed, upon the occurrence of an
Insolvency Event, the Intergroup Liabilities will be subordinated in right of
payment to the Senior Liabilities and the Hedging Liabilities.  9.2Filing 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 Creditor to:  (i)demand, claim, enforce and prove for the
Intergroup 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
Intergroup Liabilities; and  (iii)receive all distributions of the Intergroup
Liabilities for application in accordance with Clause 8.2 (General Application of Proceeds).  (b)If and to the extent that the Security
Trustee is not entitled, or elects not, to take any of the actions mentioned in
paragraph (a) above, each Intergroup 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 Intergroup Creditor) as if such
amounts had been incurred by the Security Trustee.  9.3Distributions  Following the
occurrence of an Insolvency Event, until the Final Discharge Date, each
Intergroup Creditor will:  (a)hold all payments and distributions in cash
or in kind received or receivable by it in respect of any Liabilities owed to
it following the occurrence of such Insolvency Event on trust for the Security
Trustee for the benefit of the Priority Creditors for application in accordance
with Clause 8.2 (General Application of
Proceeds);  (b)on demand by the Security Trustee, pay an
amount equal to any Intergroup Liabilities received by it following the
occurrence of such Insolvency Event to the Security Trustee for application in
accordance with Clause 8.2 (General 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 Intergroup
Liabilities directly to the Security Trustee; and  (d)promptly use its reasonable efforts to
undertake any actions requested by the Security  27


Trustee
to give effect to this Clause 9.3.  9.4Voting  (a)Following the occurrence of an Insolvency
Event, until the last to occur of the Senior Discharge Date and the Hedging
Discharge Date:  (i)the Security Trustee for the benefit of the
Priority Creditors may, and is hereby irrevocably authorised on behalf of each
Priority Creditor and the Intergroup Creditors to, exercise all powers of
convening meetings, voting and representation in respect of the Intergroup
Liabilities; and  (ii)the Intergroup 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
Intergroup 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 Party) directs and in accordance with such
direction.  (c)Nothing in this Clause 9.4 entitles
the Security Trustee (or the Instructing Party) to exercise or require any
Intergroup Creditor to exercise a power of voting or representation to waive,
reduce, discharge, extend the due date for repayment of or reschedule any
Intergroup Liabilities.  10.RANKING  10.1Ranking of Security  (a)Subject to Clause 8 (Proceeds of Enforcement of Security), all existing and
future security conferred by the Security will secure all Senior Liabilities
(to the extent so secured and subject to the provisions of this Deed), the
Security Trustee Liabilities and the Hedging Liabilities regardless of:  (i)the date on which the Senior Liabilities,
the Security Trustee Liabilities and the Hedging Liabilities arise;  (ii)whether the Senior Finance Parties or the
Hedge Counterparties are obliged to advance moneys included in the Senior
Liabilities or the Hedging Liabilities; and  (iii)any fluctuations in the amount of the
Senior Liabilities, the Security Trustee Liabilities or the Hedging
Liabilities,  and any
intermediate discharge of the Senior Liabilities, the Security Trustee
Liabilities or the Hedging Liabilities in whole or in part.  (b)Subject to Clause 8 (Proceeds of Enforcement of Security), all existing and
future security conferred by the Security shall rank pari passu as if it had been created simultaneously and as a
continuing security for, and shall not be affected by any  28


fluctuations
in, the Secured Obligations.  The
provisions of this Clause 10.1(b) shall apply notwithstanding that
all or any of the Security is void, set aside or otherwise invalid.  10.2Perfection of Security  (a)The Security Trustee agrees to acquire and
acknowledges it holds the Charged Assets (such term as used in this
Clause 10.2 as defined in the Security Trust Agreement) in its possession
or control (or in the possession or control of its agents or representatives)
on behalf of itself and any assignee solely for the purpose of perfecting the
security interest granted under the Senior Finance Documents, subject to the
terms and conditions of this Clause 10.2.  (b)The Security Trustee shall have no
obligation whatsoever to the other Priority Creditors to ensure that the
Charged Assets are genuine or owned by any of the Obligors or to preserve
rights or benefits of any Person except as expressly set forth in this Deed.  (c)The Security Trustee acting pursuant to
this Clause 10.2 shall not have by reason of the Security Documents, this
Deed or any other document a fiduciary relationship in respect of the Priority
Creditors.  (d)Upon the later to occur of the Senior Discharge
Date and the Hedging Discharge Date, the Security Trustee shall deliver the
remaining Charged Assets (if any) (or proceeds thereof) together with any
necessary endorsements to the relevant Obligor if no Senior Liabilities remain
outstanding (in each case, so as to allow such Person to obtain control of such
Charged Assets).  The Security Trustee
further agrees to take all other action reasonably requested by such Person in
connection with such Persons obtaining a first priority interest in the Charged
Assets or as a court of competent jurisdiction may otherwise direct.  11.ENFORCEMENT
OF SECURITY  The provisions of this Clause 11 shall apply on
an Enforcement Action.  11.1Enforcement on or before the
Senior Discharge Date  (a)Prior to the later to occur of the Senior
Discharge Date and the Hedging Discharge Date and subject to paragraph (e) below,
the Security Trustee shall, to the extent it is entitled then to do so under
the terms of the Security Documents, act in relation to the Security in accordance
with the instructions of the Instructing Party or the Relevant Agent (acting in
accordance with instructions from the Instructing Party).  (b)Subject to paragraph (c) below, before
giving any instructions to the Security Trustee to enforce the Security, the
Relevant Agent shall consult with the Security Trustee in good faith, with a
view to co-ordinating their actions, for a period of up to 45 days or such
shorter period as the Relevant Agent may determine (the Consultation Period).  (c)The Relevant Agent and the Security Trustee
shall not be obliged to consult in accordance with paragraph (b) above if:  29


(i)the Security has become enforceable as a
result of (A) an Insolvency Event, (B) a Senior Default arising under
Clause 27.1 (Non-payment) of the Senior
Facilities Agreement or any equivalent provision under any other Senior Finance
Document or (C) any other party taking any enforcement action against any
Obligor; and  (ii)the Relevant Agent determines in good faith
(and notifies the Security Trustee) that to enter into such consultations and
thereby delay the commencement of enforcement of the Security could reasonably
be expected to adversely impact in any material respect:  (A)their ability to enforce any of the
Security; or  (B)the realisation proceeds of any enforcement
of the Security.  (d)The Security Trustee shall incur no
liability to any Priority Creditor in exercising in good faith any discretion
referred to in this Clause 11.1 or if it acts on the advice of a reputable
and independent investment bank.  (e)Save as otherwise provided in this
Clause 11.1 any instructions given to the Security Trustee by a person
entitled to give those instructions will override any conflicting instructions
given by any other parties and the Security Trustee is entitled to rely on and
comply with any such instructions.  (f)The Security Trustee and the Facility Agent
shall use reasonable efforts to consult with any Authorised Representative or
any steering committee or other representative, as applicable, in respect of
any Series of Additional Senior Liabilities prior to taking any
Enforcement Actions and provide on a regular basis relevant information on the
status of any ongoing Enforcement Actions.  11.2Exemption  (a)A Senior Finance Party shall not be
responsible to any other Priority Creditors with respect to any instructions
given or not given to the Security Trustee in relation to or in connection with
any of the Security Documents, provided in each case such Senior Finance Party
acts in good faith and in accordance with their obligations under this Deed and
the applicable Senior Finance Documents.  (b)None of the Senior Finance Parties shall be
liable for any loss or damage suffered by any Obligor provided such Senior
Finance Party acts in good faith and in accordance with their obligations under
this Deed and the applicable Senior Finance Documents.  12.NEW SENIOR
LIABILITIES  The Company may designate at any time liabilities
incurred by any Obligor under any credit facility or other financial
accommodation as New Senior Liabilities
under this Deed (whether to refinance, replace or increase any existing Senior
Liabilities or to constitute any new financial accommodation to any Obligor) by
written notice from the Company to the Security Trustee, provided that the
incurrence of the relevant liabilities complies with the terms of the Senior
Facilities Agreement or, upon its repayment in full and cancellation of all
undrawn commitments thereunder, the Designated Refinancing Facilities
Agreement.  30


13.PURCHASE
OPTION  (a)If a Senior Default under the Senior
Facilities Agreement or the Designated Refinancing Facilities Agreement has
occurred and the Security Trustee or the Senior Lenders have begun any formal
step to enforce any guarantee under any Senior Finance Document and/or Security
under any Security Document, the Additional Senior Finance Parties may, at the
expense of such Additional Senior Finance Parties, purchase or procure the
purchase of all (but not part) of the rights and obligations of the Senior
Lenders in connection with the Senior Liabilities under the Senior Facilities
Agreement or the Designated Refinancing Facilities Agreement by way of transfer
under Clause 18 (Changes to the Parties),
upon 10 Business Days prior written notice to the Facility Agent.  If any
Additional Senior Finance Parties in respect of more than one Series of
Additional Senior Liabilities attempts to exercise the option set out in this
Clause 13 by procuring the service of the notice described above, such right
shall be shared on a pro rata basis among the Series of Additional Senior
Liabilities that have served such notice.  (b)Any purchase to be made in accordance with
this Clause 13 shall take effect on the following terms:  (i)payment in full in cash of an amount equal
to the outstanding principal amount under the Senior Facilities Agreement or
the Designated Refinancing Facilities Agreement as at the date that amount is
to be paid under the terms of this Clause 13 (and including all accrued
interest, fees and expenses, but not any prepayment fees, other than
LIBOR/EURIBOR break funding costs, if any);  (ii)payment in full in cash of the amount which
each Senior Lender certifies to be necessary to compensate it for any loss on
account of funds borrowed, contracted for or utilised to fund any amount
included in the Senior Liabilities, resulting from the receipt of that payment
otherwise than on the last day of an Interest Period, as defined in the Senior
Facilities Agreement or the Designated Refinancing Facilities Agreement, in
relation thereto;  (iii)after the transfer, no Senior Lender (in
their capacity as such) will be under any actual or contingent liability to any
Obligor or any other person under this Deed or any Senior Finance Document for
which it is not holding cash collateral in an amount and established on terms
reasonably satisfactory to it;  (iv)an indemnity is provided from each of the
purchasing Additional Senior Finance Parties (or from another third party
acceptable to all the Senior Lenders) to the Senior Lenders in respect of all
losses which may be sustained or incurred by any Senior Lender in consequence
of any sum received or recovered by any Senior Lender from any Senior Finance
Party or Obligor, or any other person being required (or it being alleged that
it is required) to be paid back by or clawed back from any Senior Lender for
any reason whatsoever, provided that where it is demonstrated to the reasonable
satisfaction of the Senior Lenders that those losses could not have been
recovered in full by the relevant Senior Lender under the Senior Finance
Documents, had that transfer not been made, that indemnity shall not extend to  31


the
shortfall; and  (v)the relevant transfer shall be without
recourse to, or warranty from, the Senior Lenders, except that each Senior
Lender shall be deemed to have warranted on the date of that transfer that:  (A)it is the owner, free from all Encumbrances
and third party interests (other than any arising under the Senior Finance
Documents or by operation of law), of all rights and interests under the Senior
Finance Documents purporting to be transferred by it by that transfer;  (B)it has the corporate power to effect that
transfer; and  (C)it has taken all necessary action to
authorise the making by it of that transfer.  14.REINSTATEMENT  In the event
that any of the Priority Liabilities are paid and discharged in full and such
payment or discharge or any part thereof shall subsequently, for whatever
reason, be required to be returned or repaid, all of the provisions of this
Deed shall be fully applicable to such Priority Liabilities then outstanding
until all such Priority Liabilities have been paid and discharged in full.  15.APPROPRIATION  (a)Until the last to occur of the Senior
Discharge Date and the Hedging Discharge Date each of the Senior Finance
Parties (or the Security Trustee or the Relevant Agent on their behalf) may
apply any monies or property received under this Deed against the Senior
Liabilities or the Hedging Liabilities (as the case may be) subject to the
proviso to Clause 8.2 (General Application of
Proceeds) which shall apply to this paragraph (a), mutatis mutandis.  (b)Without prejudice to the other provisions
of this Deed, after the Final Discharge Date, each Intergroup Creditor (or the
Security Trustee on their behalf) may apply any monies or property received
under this Deed or for the payment or discharge of the Intergroup Liabilities
against the relevant Intergroup Liabilities.  16.POWERS OF
ATTORNEY  16.1Appointment by the Creditors  Each Senior
Finance Party, Hedge Counterparty and Intergroup Creditor irrevocably appoints
the Security Trustee (or any Receiver appointed in respect of any of the
Secured Property (or any part of it)), individually as its attorney (in each
case, for the purposes of this Clause 16.1, 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.  The
parties hereto hereby agree that this authorisation is given to secure the
interests of the parties under this Deed and is hereby irrevocable.  32


16.2Appointment by the Obligors  By way of
security for the performance of its obligations hereunder, each of the Obligors
hereby irrevocably appoints the Security Trustee and any Receiver of any
proceeds of Intergroup Liabilities or any part of them and their respective
delegates and sub-delegates, (in each case, for the purposes of this
Clause 16.2, 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  (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 Deedor by law.  16.3Ratification of Acts  Without prejudice to the generality of Clause 16.1
(Appointment by the Creditors) and
Clause 16.2 (Appointment by the
Obligors), each of the Intergroup 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.  17.COSTS AND
EXPENSES  Clause 38 (Costs and Expenses) of the Senior
Facilities Agreement or the comparable provision of the Designated Refinancing
Facilities Agreement shall apply to this Deed, as if set out herein, mutatis mutandis.  18.CHANGES TO
THE PARTIES  18.1Binding 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.  18.2No 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 (except, in the case of any Obligor
in respect of Senior Liabilities only, to the extent permitted by the Senior
Facilities Agreement or, upon the repayment of the Senior Facilities Agreement,
the Designated Refinancing Facilities Agreement).  18.3New Creditors  (a)The parties hereto agree that none of the
Priority Creditors or Intergroup Creditors will, prior to the Final Discharge
Date, assign or transfer to any person the whole or any part of their rights or
obligations in respect of the Priority Liabilities or any of the  33


Intergroup
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 as an original party and subject to the same rights
and obligations, mutatis mutandis, as the Priority
Creditors and Intergroup Creditors and executes and delivers to the Security
Trustee for the benefit of the Priority Creditors:  (i)(in the case of a Senior Lender or other
lenders under senior credit facilities providing Senior Liabilities) a Transfer
Deed under and in accordance with the terms of the Senior Facilities Agreement
or such similar deed, agreement or other document with respect to such other
senior credit facilities providing Senior Liabilities; or  (ii)(in the case of any other person) a Deed of
Accession (provided that, with respect to Senior Liabilities in the form of
notes or similar instruments, only the Authorised Representative in respect
thereof (and not the holders of such notes or similar instruments) shall be
required to execute and deliver a Deed of Accession),  with a
copy, in each case, to each Authorised Representative, provided that nothing
herein shall prevent any holder of Senior Liabilities in the form of notes or
similar instruments from disposing of or transferring any of those notes or
similar instruments in accordance with the relevant note indenture or other
document pursuant to which such notes or similar instruments are issued or the
terms and conditions of those notes or similar instruments.  (b)If any Obligor
incurs any new Series of Senior Liabilities:  (i)the Company shall
give notice to the Security Trustee and each Authorised Representative
identifying the initial aggregate principal amount of such Series and the
name and address of the Authorised Representative in respect thereof; and  (ii)the Authorised Representative
in respect of such Series (on behalf of the Senior Finance Parties in
respect thereof) shall agree with the other parties hereto to be bound by the
provisions of this Deed as if it were named herein as an original party and
subject to the same rights and obligations, mutatis mutandis, as the existing
Senior Finance Parties and execute and deliver to the Security Trustee for the
benefit of the Senior Finance Parties a Deed of Accession (with a copy to each
Authorised Representative).  (c)Upon execution of a New Hedging Agreement,
each New Hedge Counterparty shall accede to this Deed in such capacity by
executing and delivering to the Security Trustee (with a copy to the Relevant
Agent), a Deed of Accession, whereupon it shall become bound by the provisions
of this Deed as if it were named herein as an original party.  (d)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.  34


18.4New Parties  Each party
hereto (including parties subsequently becoming bound by this Deed) irrevocably
authorises the Relevant Agent to agree on its behalf with any other person
intending to become party hereto as a Senior Finance Party, a Relevant Agent, a
Security Trustee, a New Hedge Counterparty, an Intergroup Debtor, an Intergroup
Creditor or an Obligor to the execution of a Transfer Deed, or a Deed of
Accession or such other applicable document 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 Relevant 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.  18.5Resignation or Removal of
Facility Agent, Security Trustee or Authorised Representative  None of the Facility Agent, the Security Trustee or
any Authorised Representative may resign or be removed except as specified in
the Senior Facilities Agreement (or, upon repayment of the Senior Facilities
Agreement, the Designated Refinancing Facilities Agreement), the Security Trust
Agreement or any other applicable Senior Finance Document (as the case may be)
and only if a replacement Facility Agent, Security Trustee or Authorised
Representative agrees with all other parties hereto to become the replacement
agent or trustee under this Deed by the execution of a Deed of Accession.  Notwithstanding the foregoing, the Security
Trustee may be removed and replaced by a vote of the Instructing Party.  19.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) (or, upon repayment of the Senior Facilities Agreement, the
Designated 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.  20.NOTICES  20.1Communication of Notices  Each communication to be made hereunder shall be made
in writing and unless otherwise stated shall be made by fax or letter.  20.2Delivery 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 Relevant Agent specified
another address) be made or delivered to that other person at the address
specified in Schedule 2 (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  35


fax) or (in the case of any communication made by
letter) when left at that address or (as the case may be) 5 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 Relevant Agent shall
be effective only when received by the Relevant Agent 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 Relevant Agent
shall from time to time specify for this purpose).  21.REMEDIES,
WAIVERS & AMENDMENTS  21.1No 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.  21.2Amendments  Subject to
Clause 21.3 (Technical Amendments),
the Relevant Agent may, from time to time, agree with the Company 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 Priority Creditors may not be made without the prior written consent of
the Instructing Party, provided that in the case of any such amendments which
would affect the rights of a Series of Senior Liabilities in a way that is
material and adverse relative to one or more other Series, the applicable
consent of such affected Series (as determined pursuant to the Senior
Finance Documents in respect of such Series) shall also be required;  (b)impose or vary any obligation on the
Priority Creditors may not be made without the prior written consent of the
Instructing Party, provided that in the case of any such amendment which
imposes or varies the obligations of a Series of Senior Liabilities in a
way that is material and adverse relative to one or more other Series, the
applicable consent of such affected Series (as determined pursuant to the
Senior Finance Documents in respect of such Series) shall also be required;  (c)have the effect of (i) changing the pari
passu ranking of the Hedging Liabilities with the Senior Liabilities
under Clause 2.1 (Priorities and
Subordination) or the pro rata basis of payment to the Second
Beneficiaries under Clause 8.2 (General
Application of Proceeds), (ii) changing this Clause 21.2(c) (Amendments) or (iii) the Hedge
Counterparties ceasing to be Priority Creditors or the Hedging Liabilities
ceasing to be a Secured Obligation, in each case, may not be made without the
prior written consent of each Hedge Counterparty adversely affected thereby; or  (d)adversely affect any right, or impose or
vary any obligation, of any party hereto other than a Priority Creditor may not
be made without the consent of that party.  36


All parties to this Deed agree that any
amendment which relates to, or has the effect of, subordinating all or any
portion of any Series of Senior Liabilities to the other Senior
Liabilities shall only require the consent of the Instructing Party and the applicable
consent of such Series being subordinated (as determined pursuant to the
Senior Finance Documents in respect of such Series).  21.3Technical
Amendments  Notwithstanding Clause 21.2 (Amendments), the Relevant Agent 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 Priority Creditors
without reference to the Priority Creditors and without the consent of the
Intergroup Creditors.  21.4Priorities
between Senior Finance Documents  Any Senior Finance Document
may be amended, restated, supplemented or otherwise modified from time to time
in accordance with their terms, provided that such amendment, restatement,
supplement or other modification is not inconsistent with the terms of this
Deed.  Notwithstanding anything contained
in this Deed to the contrary, each of the parties to this Deed agrees and acknowledges
that, in the event of any inconsistency between the terms of this Deed and any
Senior Finance Document, the terms of this Deed shall prevail.  21.5Amended
Deed  If any amendment is made to this Deed, the
Relevant 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 Transfer Deed, a Deed of Accession or any similar
document) provided that in relation to copies required to be delivered to any
member of the Group, the Relevant Agents obligations under this
Clause 21.5 shall be discharged if one copy of any such amendment is
delivered to the Company.  22.TERMINATION  This Agreement shall terminate upon the
Final Discharge Date.  23.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.  24.PARTIAL INVALIDITY  (a)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.  (b)Without prejudice to the generality of paragraph (a) above, the
obligations under this  37


Deed of any
Obligor that is incorporated in England & Wales shall not extend
beyond a point where they would cause the provisions of Section 678 and/or
679 of the Companies Act 2006 to be infringed.  25.THIRD PARTY RIGHTS  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 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.  26.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.  27.HEDGING LIABILITIES CONFLICTS  Notwithstanding
anything contained in this Deed to the contrary, each of the parties to this
Deed agree and acknowledge that, in relation only to the Hedging Liabilities,
in the event of any inconsistency between the terms of this Deed and the HYD
Intercreditor Agreement, the terms of this Deed shall prevail.  28.GOVERNING LAW  This Deed is governed by, and shall be
construed in accordance with, English law.  29.JURISDICTION  29.1Courts of
England  Each of the
Obligors, the Additional Senior Finance Parties and the Intergroup Creditors
agrees for the benefit of each Priority Creditor 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.  29.2Waiver of
Indemnity  Each of the
Obligors, the Additional Senior Finance Parties and the Intergroup 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.  29.3Service
of Process  Each of the
Obligors, the Additional Senior Finance Parties and the Intergroup 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 Obligors Agent
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 29.3 cease to be
effective in respect of any of the  38


Obligors, the
Additional Senior Finance Parties or the Intergroup Creditors respectively, the
relevant Obligor, Additional Senior Finance Party or Intergroup 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
Relevant Agent shall be entitled to appoint such person by notice to the
relevant Obligor, Additional Senior Finance Party or Intergroup Creditor.  Nothing contained herein shall affect the
right to serve process in any other manner permitted by Law.  29.4Proceedings
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 Priority Creditors (other
than the Additional Senior Finance Parties) or any of them to take Proceedings
against any of the Obligors, Additional Senior Finance Parties or Intergroup
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.  29.5General
Consent  Each of the
Obligors, the Additional Senior Finance Parties and the Intergroup 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.  29.6Waiver of
Immunity  To the extent
that any Obligor, Additional Senior Finance Party or Intergroup 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, Additional Senior Finance Party or Intergroup 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 WITNESSwhereof this Deed has been executed and delivered as a deed by the
parties hereto on the day and year first above written.  39


SCHEDULE 1
DEED OF ACCESSION  This Deed of
Accession dated [·] is
supplemental to an intercreditor deed (the Intercreditor
Deed) dated 3 March 2006
as amended and restated on 13 June 2006, 10 July 2006, 31 July 2006,
15 May 2008, 30 October 2009 and 8 January 2010 between,
amongst others, the Original Facility Agent, the Original Security Trustee, the
Senior Lenders, the Hedge Counterparties, the Intergroup Creditors, the
Intergroup Debtors and the Obligors (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 Facility Agent/Security Trustee/Senior
Lender/Authorised Representative/Additional Senior Finance Party/Hedge
Counterparty/Intergroup Debtor and Obligor/Intergroup Creditor]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 [a Facility Agent/a Security Trustee/a Senior
Lender/an Authorised Representative/an Additional Senior Finance Party/a Hedge
Counterparty/an Intergroup Debtor and Obligor/an Intergroup Creditor]as if it had
been party to the Intercreditor Deed in such capacity.  Address for notices of [name of new Facility Agent
etc.]for the purposes of
Clause 20.2 (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 29.3 (Service of Process) of the
Intercreditor Deed as the process agent for each of the other
Obligors/Intergroup Creditors)] as our process agent for the purposes of
service of process pursuant to Clause 29.3 (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:  [             ]  Relevant Agent  40


SCHEDULE 2 ADDRESS FOR NOTICES  The Obligors Agent  Virgin Media Investment Holdings Limited  Address:
  Bartley Wood
  Business ParkHookHampshire
  RG27 9UP  The Intergroup Creditors and the Intergroup Debtors(as
the case may be)  Address:
  Bartley Wood
  Business ParkHookHampshire
  RG27 9UP  Deutsche Bank AG, London
Branchas Facility Agent on behalf of the Senior
Finance Parties  Address:
  Winchester
  House1 Great
  Winchester StreetLondon EC2N
  2DB  41


SCHEDULE 3  THE ORIGINAL SENIOR BORROWERS AND ORIGINAL SENIOR
GUARANTORS  Part I
- The Original Senior Borrowers  Virgin Media Investment Holdings Limited  Telewest
Communications Networks Limited  VMIH Sub
Limited  Virgin Media
Dover LLC  42


Part II
- The Original Senior Guarantors  NTLAndover Cablevision LimitedAnglia Cable Communications LimitedBerkhamsted Properties & Building Contractors LimitedCable Television LimitedCable Thames Valley LimitedCableTel Cardiff LimitedCabletel (UK) LimitedCableTel Central Hertfordshire LimitedCableTel Hertfordshire LimitedCableTel Herts and Beds LimitedCableTel Investments LimitedCableTel NewportCableTel North Bedfordshire LimitedCableTel Scotland LimitedCableTel Surrey and Hampshire LimitedCableTel Telecom Supplies LimitedCableTel West Glamorgan LimitedCableTel West Riding LimitedCambridge Cable Services LimitedCambridge Holding Company LimitedCCL Corporate Communications Services LimitedChartwell Investors L.P.Columbia Management LimitedComTel Cable Services LimitedComTel Coventry LimitedCredit-Track Debt Recovery LimitedDiamond Cable (Bassetlaw) LimitedDiamond Cable (Burton-Upon-Trent) LimitedDiamond Cable (Chesterfield) LimitedDiamond Cable (Grantham) LimitedDiamond Cable (Grimclee) Limited  43


Diamond Cable (Hinckley) LimitedDiamond Cable (Leicester) LimitedDiamond Cable (Lincoln) LimitedDiamond Cable (Lincolnshire) LimitedDiamond Cable (Mansfield) LimitedDiamond Cable (Melton Mowbray) LimitedDiamond Cable (Newark-On-Trent) LimitedDiamond Cable (Ravenshead) LimitedDiamond Cable (Vale Of Belvoir) LimitedDiamond Cable Acquisitions LimitedDiamond Cable Communications LimitedDiamond Cable Construction LimitedDiamond Cable CPE LimitedDiamond Holdings LimitedDiamond Visual Communications LimitedDigital Television Network LimitedDTELS LimitedEast Coast Cable LimitedEast Midlands Cable Communications LimitedEast Midlands Cable Group LimitedEast Midlands Cable Holdings LimitedEnablis LimitedHeartland Cablevision (UK) LimitedHeartland Cablevision II (UK) LimitedHerts Cable LimitedJewel Holdings LimitedLanbase European Holdings LimitedLanbase LimitedLCL Cable (Holdings) LimitedLCL Telephones LimitedLichfield Cable Communications LimitedMaza LimitedMetro Hertfordshire LimitedMetro South Wales LimitedNNS UK Holdings 1 LLC  44


NNS U.K. Holdings 2, Inc.North CableComms Holdings, Inc.North CableComms L.L.C.North CableComms Management, Inc.Northampton Cable Television LimitedNTL (Aylesbury and Chiltern) LimitedNTL (B) LimitedNTL (Broadland) LimitedNTL (Chichester) LimitedNTL (City & Westminster) LimitedNTL (County Durham) LimitedNTL (CRUK) LimitedNTL (CWC Holdings)NTL (CWC) Corporation LimitedNTL (CWC) LimitedNTL (CWC) Management LimitedNTL (CWC) No. 2 LimitedNTL (CWC) No. 3 LimitedNTL (CWC) No. 4 LimitedNTL (CWC) Programming LimitedNTL (CWC) UKNTL (Ealing) LimitedNTL (Eastbourne and Hastings) LimitedNTL (Fenland) LimitedNTL (Greenwich and Lewisham) LimitedNTL (Hampshire) LimitedNTL (Harrogate) LimitedNTL (Harrow) LimitedNTL (Kent) LimitedNTL (Lambeth and Southwark) LimitedNTL (Leeds) LimitedNTL (Norwich) LimitedNTL (Peterborough) LimitedNTL (South East) LimitedNTL (South London) Limited  45


NTL (Southampton and Eastleigh) LimitedNTL (Sunderland) LimitedNTL (Thamesmead) LimitedNTL (Triangle) LLCNTL (V) LimitedNTL (Wandsworth) LimitedNTL (Wearside) LimitedNTL (West London) LimitedNTL (Yorcan) LimitedNTL (York) LimitedNTL Acquisition Company LimitedNTL Bolton Cablevision Holding CompanyNTL Bromley CompanyNTL Business (Ireland) LimitedNTL Business LimitedNTL Cablecomms BoltonNTL Cablecomms BromleyNTL Cablecomms Bury and RochdaleNTL Cablecomms CheshireNTL Cablecomms DerbyNTL Cablecomms East LancashireNTL Cablecomms Greater ManchesterNTL Cablecomms Group Limitedntl CableComms Group, Inc.NTL Cablecomms Holdings No. 1 LimitedNTL Cablecomms Holdings No. 2 LimitedNTL Cablecomms Lancashire No. 1NTL Cablecomms Lancashire No. 2NTL Cablecomms LimitedNTL Cablecomms MacclesfieldNTL Cablecomms Manchester LimitedNTL Cablecomms Oldham and TamesideNTL Cablecomms SolentNTL Cablecomms StaffordshireNTL Cablecomms Stockport  46


NTL Cablecomms SurreyNTL Cablecomms SussexNTL Cablecomms WessexNTL Cablecomms West Surrey LimitedNTL Cablecomms WirralNTL Cambridge LimitedNTL Chartwell Holdings 2, Inc.NTL Chartwell Holdings, Inc.NTL Chartwell Holdings LimitedNTL Communications Services LimitedNTL Darlington LimitedNTL Derby Cablevision Holding CompanyNTL Equipment No. 1 LimitedNTL Equipment No. 2 LimitedNTL Finance LimitedNTL GlasgowNTL Glasgow Holdings LimitedNTL Holdings (Broadland) LimitedNTL Holdings (East London) LimitedNTL Holdings (Fenland) LimitedNTL Holdings (Leeds) LimitedNTL Holdings (Norwich) LimitedNTL Holdings (Peterborough) LimitedNTL Internet LimitedNTL Internet Services LimitedNTL Investment Holdings LimitedNTL Irish Holdings LimitedNTL KirkleesNTL Kirklees Holdings LimitedNTL LimitedNTL Manchester Cablevision Holding CompanyNTL Microclock Services LimitedNTL Midlands LimitedNTL Milton Keynes LimitedNTL National Networks Limited  47


NTL Networks LimitedNTL North CableComms Holdings, Inc.NTL North CableComms Management, Inc.NTL Partcheer Company LimitedNTL Programming Subsidiary CompanyNTL Rectangle LimitedNTL Sideoffer LimitedNTL Solent CompanyNTL Solent Telephone and Cable TV Company LimitedNTL South CableComms Holdings, Inc.NTL South CableComms Management, Inc.NTL South Central LimitedNTL South Wales LimitedNTL Streetunique Projects LimitedNTL Streetunit Projects LimitedNTL Streetusual Services LimitedNTL Streetvision Services LimitedNTL Streetvital Services LimitedNTL Streetwarm Services LimitedNTL Streetwide Services LimitedNTL Strikeagent Trading LimitedNTL Strikeamount Trading LimitedNTL Strikeapart Trading LimitedNTL Surrey CompanyNTL Sussex CompanyNTL Systems LimitedNTL Technical Support Company LimitedNTL Teesside LimitedNTL Telecom Services LimitedNTL UK CableComms Holdings, Inc.NTL UK Telephone and Cable TV Holding Company LimitedNTL Victoria LimitedNTL Victoria II LimitedNTL Wessex CompanyNTL Westminster Limited  48


NTL Winston Holdings LimitedNTL Winston Holdings, Inc.NTL Wirral CompanyNTL Wirral Telephone and Cable TV CompanyOxford Cable LimitedProspectre LimitedSecure Backup Systems LimitedSouth CableComms Holdings, Inc.South CableComms L.L.C.South CableComms Management, Inc.Southern East Anglia Cable LimitedStafford Communications LimitedSwindon Cable LimitedTamworth Cable Communications LimitedVMIH Sub LimitedVirgin Media Dover LLCVirgin Media Group LimitedVirgin Net LimitedVision Networks Services UK LimitedWessex Cable LimitedWinston Investors L.L.C.XL Debt Recovery Agency LimitedX-Tant LimitedTELEWEST GROUP COMPANIESBirmingham Cable Corporation LimitedBirmingham Cable LimitedCable Camden LimitedCable Enfield LimitedCable Hackney & Islington LimitedCable Haringey LimitedCable London LimitedCentral Cable Holdings LimitedCrystal Palace Radio LimitedFilegale LimitedGeneral Cable Group Limited  49


General Cable Holdings LimitedGeneral Cable LimitedImminus LimitedMiddlesex Cable LimitedSheffield Cable Communications LimitedSouthwestern Bell International Holdings LimitedTelewest Communications (Central Lancashire) LimitedTelewest Communications (Cotswolds) LimitedTelewest Communications (Liverpool) LimitedTelewest Communications (London South) LimitedTelewest Communications (Midlands and North West) LimitedTelewest Communications (Midlands) LimitedTelewest Communications (Nominees) LimitedTelewest Communications (North East) LimitedTelewest Communications (North West) LimitedTelewest Communications (South East) LimitedTelewest Communications (South Thames Estuary) LimitedTelewest Communications (South West) LimitedTelewest Communications (St. Helens & Knowsley) LimitedTelewest Communications (Tyneside) LimitedTelewest Communications (Wigan) LimitedTelewest Communications Cable LimitedTelewest Communications Group LimitedTelewest Communications Holdings LimitedTelewest Communications Networks LimitedTelewest UK LimitedTelewest LimitedTelewest Parliamentary Holdings LimitedThe Cable Corporation LimitedTheseus No. 1 LimitedTheseus No. 2 LimitedWindsor Television LimitedYorkshire Cable Communications LimitedThe Yorkshire Cable Group LimitedEuroBell (Holdings) Limited  50


EuroBell (Sussex) LimitedEuroBell (South West) LimitedEuroBell (West Kent) LimitedEuroBell (IDA) LimitedEuroBell Internet Services LimitedEuroBell CPE LimitedEuroBell LimitedEMS Investments LimitedEuroBell (No. 2) LimitedEuroBell (No. 3) LimitedEuroBell (No. 4) LimitedSCOTTISH COMPANIESTelewest Communications (Dundee & Perth) LimitedTelewest Communications (Motherwell) LimitedTelewest Communications (Scotland Holdings) LimitedTelewest Communications (Scotland) LimitedJERSEY COMPANYBirmingham Cable Finance LimitedPARTNERSHIPS AND JOINT VENTURESAvon Cable Joint VentureAvon Cable Limited PartnershipCotswolds Cable Limited PartnershipEdinburgh Cable Limited PartnershipEstuaries Cable Limited PartnershipLondon South Cable PartnershipTCI/US West Cable Communications GroupTelewest Communications (London South) Joint VentureTelewest Communications (Cotswolds) VentureTelewest Communications (North East) PartnershipTelewest Communications (Scotland) VentureTelewest Communications (South East) PartnershipTyneside Cable Limited PartnershipUnited Cable (London South) Limited PartnershipFLEXTECHFlextech Broadband Limited  51


Flextech Broadcasting LimitedScreenshop LimitedLiving TV LimitedTrouble TV LimitedChallenge TVBravo TV LimitedEd Stone LimitedUnited Artists Investments LimitedFlextech Business News LimitedContinental Shelf 16 LimitedTVS Television LimitedTVS Pension Fund Trustees LimitedTelso Communications LimitedFlextech Rights LimitedMinotaur International LimitedFlextech Television LimitedInteractive Digital Sales LimitedFlextech Music Publishing LimitedFlextech (1992) LimitedFlextech Media Holdings LimitedFlextech (Kindernet Investment) LimitedFlextech-Flexinvest LimitedFlextech IVS LimitedFlextech Family Channel LimitedFlextech Distribution LimitedFlextech Childrens Channel LimitedFlextech Communications LimitedFlextech (Travel Channel) LimitedFlextech Digital Broadcasting LimitedFlextech Video Games Limited  52


SCHEDULE 4 THE EXISTING HEDGE COUNTERPARTIES  ABN AMRO BANK N.V.  Barclays Bank Plc  BNP Paribas  Calyon  Commerzbank Aktiengesellschaft  Cooperatieve Centrale
Raiffeisen-Boerenleenbank BA (trading as Rabobank International) London Branch  Credit Suisse International  Deutsche Bank AG, London Branch  Fortis Bank SA NV  Goldman Sachs International  HSBC Bank Plc  Lloyds TSB Bank Plc  Natixis Banques Populaires  SOCIÉTÉ GÉNÉRALE  The Governor and Company of the Bank of
Ireland  The Governor and Company of the Bank of
Scotland  The Royal Bank of Scotland plc  WestLB AG  53


SIGNATURES  54