Release of Note Guarantee, dated as of September 20, 2010



 Exhibit 4.26 
 RELEASE OF NOTE GUARANTEE 
 RELEASE OF NOTE GUARANTEE (this
“Release”), dated as of September 20, 2010, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”); each of those entities set out in Schedule 1
(the “Released Guarantors”) and The Bank of New York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture (referred to below). 
 RECITALS 
 WHEREAS, the Issuer and the Note Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture dated as of January 19, 2010 (as amended
and supplemented, the “Indenture”), providing for the issuance of $1,000,000,000 aggregate principal amount of 6.50% Senior Secured Notes due 2018 and £875,000,000 aggregate principal amount of 7.00% Senior Secured Notes due
2018 (collectively, the “Notes”); 
 WHEREAS, under the terms of the Indenture each of the Note Guarantors
(which term includes each of the Released Guarantors) unconditionally guaranteed the obligations of the Issuer under the Indenture and the Notes on the terms and conditions set forth therein (each, a “Note Guarantee”); 

WHEREAS, Section 11.08(b)(4)(B) of the Indenture provides that the Note Guarantee of a Subsidiary Guarantor (which term includes
each of the Released Guarantors) shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Note Guarantee, the Indenture, the Collateral Documents and the Intercreditor Deeds will
be released and discharged upon the release or discharge of such Subsidiary Guarantor from its applicable guarantee obligations under the Existing Credit Facility; 
 WHEREAS, the Released Guarantors have been released and discharged from the relevant guarantee obligations under the Existing Credit Facility pursuant to a Deed of Release (the “Credit Facility
Release”), dated as of September 20, 2010, between, inter alia, the Security Trustee and the Released Guarantors, which is attached hereto as Exhibit A; 

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

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

  

	2.	The Trustee shall not be responsible or liable in any manner whatsoever for or in respect of, and makes no representation as to, the validity, adequacy or sufficiency
of this Release or for or in respect of the recitals contained herein, all of which recitals are made solely by the Released Guarantors and the Issuer. 

  

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

  

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









 IN WITNESS WHEREOF, the parties hereto have caused this Release to be duly executed and
attested, all as of the date first above written. 
  

			
	 VIRGIN MEDIA SECURED FINANCE
PLC




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	Name:	 	    Robert Mackenzie
	Title:	 	    Director









 
			
	 ANDOVER CABLEVISION
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	BERKHAMSTED PROPERTIES & BUILDING CONTRACTORS LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	CABLE TELEVISION LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	CABLE THAMES VALLEY LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	CABLETEL CARDIFF LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	CABLETEL CENTRAL HERTFORDSHIRE LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director









 
			
	CABLETEL HERTFORDSHIRE LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 CABLETEL INVESTMENTS
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 CABLETEL NEWPORT




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	CABLETEL NORTH BEDFORDSHIRE LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 CABLETEL TELECOM SUPPLIES
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 COLUMBIA MANAGEMENT
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director










 
			
	COMTEL CABLE SERVICES LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 COMTEL COVENTRY
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 DIGITAL TELEVISION NETWORK
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 DTELS LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 ENABLIS LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 FLEXTECH BUSINESS NEWS
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director










 
			
	FLEXTECH MUSIC PUBLISHING LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 FLEXTECH-FLEXINVEST
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 HEARTLAND CABLEVISION (UK)
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	HEARTLAND CABLEVISION II (UK) LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 HERTS CABLE LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	LICHFIELD CABLE COMMUNICATIONS LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director










 
			
	MAZA LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 METRO HERTFORDSHIRE
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 METRO SOUTH WALES
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	NORTHAMPTON CABLE TELEVISION LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	NTL (CWC) MANAGEMENT LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	NTL (CWC) NO. 2 LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director









 
			
	NTL (CWC) NO. 3 LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 NTL (CWC) NO. 4
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 NTL EQUIPMENT NO. 1
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 NTL EQUIPMENT NO. 2
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 NTL INTERNET LIMITED





			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director

	
	 NTL LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	     Robert Mackenzie

	 Title:
	 	     Director










 
			
	 NTL MILTON KEYNES
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	 NTL NETWORKS LIMITED





			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	 NTL SYSTEMS LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	 NTL WESTMINSTER
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	 OXFORD CABLE LIMITED





			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	 SECURE BACKUP SYSTEMS
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director









 
			
	 STAFFORD COMMUNICATIONS
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	SWINDON CABLE LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	TAMWORTH CABLE COMMUNICATIONS LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	TELSO COMMUNICATIONS LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	VISION NETWORKS SERVICES UK LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	WESSEX CABLE LIMITED



			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director









 
			
	 TVS PENSION FUND TRUSTEES
LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director
	
	 PROSPECTRE LIMITED




			
		
	 By:
	 	 /s/     ROBERT
MACKENZIE




			
	 Name:
	 	    Robert Mackenzie
	 Title:
	 	    Director



			
	
	 In the presence of:

		
	 Witness:
	 	
	 Full name:
	 	KELLY WRIGHTSON
	 Address:
	 	
	 All together on:
	 	









 
			
	 THE BANK OF NEW YORK MELLON,

	 as Trustee




			
		
	 By:
	 	 /s/     MICHAEL
LEE




			
	 Name:
	 	    Michael Lee
	 Title:
	 	    Senior Associate


  







 SCHEDULE 1 
 THE RELEASED GUARANTORS 
  

					
	 	  	 Company Name
	  	 Company Number

	 1
	  	Andover Cablevision Limited	  	01932254
	 2
	  	Berkhamsted Properties & Building Contractors Limited	  	00958564
	 3
	  	Cable Television Limited	  	00683065
	 4
	  	Cable Thames Valley Limited	  	02254089
	 5
	  	CableTel Cardiff Limited	  	02740659
	 6
	  	CableTel Central Hertfordshire Limited	  	02347168
	 7
	  	CableTel Hertfordshire Limited	  	02381354
	 8
	  	CableTel Investments Limited	  	03157216
	 9
	  	CableTel Newport	  	02478879
	 10
	  	CableTel North Bedfordshire Limited	  	02455397
	 11
	  	CableTel Telecom Supplies Limited	  	02919285
	 12
	  	Columbia Management Limited	  	02361163
	 13
	  	ComTel Cable Services Limited	  	02265315
	 14
	  	ComTel Coventry Limited	  	00277802
	 15
	  	Digital Television Network Limited	  	03288768
	 16
	  	DTELS Limited	  	02834403
	 17
	  	Enablis Limited	  	03144815
	 18
	  	Flextech Business News Limited	  	02954531
	 19
	  	Flextech Music Publishing Limited	  	03673917
	 20
	  	Flextech-Flexinvest Limited	  	01192945
	 21
	  	Heartland Cablevision (UK) Limited	  	02415170
	 22
	  	Heartland Cablevision II (UK) Limited	  	02443617
	 23
	  	Herts Cable Limited	  	02390426
	 24
	  	Lichfield Cable Communications Limited	  	03016595
	 25
	  	Maza Limited	  	02785299
	 26
	  	Metro Hertfordshire Limited	  	03092899
	 27
	  	Metro South Wales Limited	  	03092897
	 28
	  	Northampton Cable Television Limited	  	02475464
	 29
	  	NTL (CWC) Management Limited	  	02924200









					
	 	  	 Company Name
	  	 Company Number

	 30
	  	NTL (CWC) No. 2 Limited	  	02441766
	 31
	  	NTL (CWC) No. 3 Limited	  	02441768
	 32
	  	NTL (CWC) No. 4 Limited	  	02351068
	 33
	  	NTL Equipment No. 1 Limited	  	02794518
	 34
	  	NTL Equipment No. 2 Limited	  	02071491
	 35
	  	NTL Internet Limited	  	02985161
	 36
	  	NTL Limited	  	02586701
	 37
	  	NTL Milton Keynes Limited	  	02410808
	 38
	  	NTL Networks Limited	  	03045209
	 39
	  	NTL Systems Limited	  	03217975
	 40
	  	NTL Westminster Limited	  	01735641
	 41
	  	Oxford Cable Limited	  	02450228
	 42
	  	Secure Backup Systems Limited	  	03130333
	 43
	  	Stafford Communications Limited	  	02381842
	 44
	  	Swindon Cable Limited	  	00318216
	 45
	  	Tamworth Cable Communications Limited	  	03016602
	 46
	  	Telso Communications Limited	  	02067186
	 47
	  	Vision Networks Services UK Limited	  	03135501
	 48
	  	Wessex Cable Limited	  	02433185
	 49
	  	TVS Pension Fund Trustees Limited	  	01539051
	 50
	  	Prospectre Limited	  	SC145280








 Exhibit A 
 Deed of Release 
 between 

Deutsche Bank AG, London Branch 
 and 
 Virgin Media Investment Holdings Limited 

and 
 The
Companies listed in Schedule 1 
 (as Released Subsidiaries) 

20 September 2010 

 

 

 99 City Road 
 London EC1Y 1AX 
 Tel: +44 20 7972 9600 

Fax: +44 20 7972 9602 







 THIS DEED is dated 20 September 2010 
 BETWEEN 
  

	(1)	DEUTSCHE BANK AG, LONDON BRANCH in its capacity as security trustee under and for the purposes of the Security Documents referred to below (the “Security
Trustee”); 

  

	(2)	VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, a company incorporated in England and Wales with company number 03173552 whose registered office is at 160 Great
Portland Street, London W1W 5QA (“VMIH”); and 

  

	(3)	THE COMPANIES whose respective registered names and registered numbers are set out in Schedule 1 (the “Released Subsidiaries”).


 WHEREAS 
  

	(A)	Pursuant to a senior facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented) (the “Senior Facilities
Agreement”), and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin
Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crèdit Agricole
Corporate and Investment Bank, GE Corporate Finance Bank SAS, Goldman Sachs International, J.P. Morgan PLC, Lloyds TSB Corporate Markets, Merrill Lynch International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead
Arrangers, Deutsche Bank AG, London Branch as Facility Agent (the “Facility Agent”), Deutsche Bank AG, London Branch as Security Trustee, Deutsche Bank AG, London Branch as Original L/C Bank, and the financial and other institutions
named in it as Lenders (each such term as defined therein), the Lenders made available certain loan facilities for the account of the Original Borrowers (each as defined therein). 


 

	(B)	Pursuant to the terms of a group intercreditor deed originally dated 3 March 2006 (as amended and restated on 13 June 2006, 10 July 2006, 15 May
2008, 30 October 2009 and 8 January 2010 and as from time to time further amended, varied, novated or supplemented) (the “Group Intercreditor Deed”) between, amongst others, Deutsche Bank AG, London Branch as Facility
Agent and Security Trustee, the Original Senior Borrowers, the Original Senior Guarantors, the Senior Lenders, the Hedge Counterparties, the Intergroup Debtors and the Intergroup Creditors (each such term as defined therein), the parties thereto
agreed to regulate their relationship as creditors on the terms set out therein. 

  

	(C)	Pursuant to the terms of the Group Intercreditor Deed, each of the Released Subsidiaries entered into (i) a composite debenture dated 19 January 2010 (the
“First Debenture”) between, amongst others, the Released Subsidiaries and the Security Trustee, and (ii) a composite debenture dated 29 June 2010 (the “Second Debenture”, and together with the First
Debenture, the “Debentures”) between, amongst others, the Released Subsidiaries and the Security Trustee, each pursuant to which certain property, assets and undertakings of each of the Released Subsidiaries were charged in favour
of the Security Trustee to secure the payment and discharge of the Secured Obligations (as defined in the Group Intercreditor Deed). 









	(D)	In connection with the Senior Facilities Agreement, each of the Released Subsidiaries entered into a confirmation deed dated 15 April 2010 (the
“Confirmation Deed”), between amongst others, the Released Subsidiaries and the Security Trustee. 

  

	(E)	The Secured Obligations secured by the charges created in favour of the Security Trustee by the Debentures and the Confirmation Deed include amongst others:
(i) 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 under the Senior Facilities Agreement; and (ii) all present and
future obligations and liabilities of Virgin Media Secured Finance PLC (the “Issuer”) in respect of certain (A) U.S. Dollar denominated 6.50% senior secured notes due 2018 (the “Dollar
Notes”); and (B) pound sterling denominated 7.00% senior secured notes due 2018 (the “Sterling Notes” and, together with the Dollar Notes, the “Notes”) issued pursuant to the terms of an indenture
dated 19 January 2010 (as from time to time amended, varied, novated or supplemented) (the “Notes Indenture”) between, amongst others, the Issuer, Virgin Media Inc., as parent, Virgin Media Finance plc, as VM Finance Co,
Virgin Media Investment Holdings Limited (“VMIH”), the subsidiary guarantors party thereto, The Bank of New York Mellon as trustee (the “Notes Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. as
Luxembourg paying agent. 

  

	(F)	Pursuant to Section 11 (Guarantees) of the Notes Indenture, amongst others, each Released Subsidiary agreed to provide joint and several, irrevocable and
unconditional guarantees to each holder of the Notes and the Notes Trustee in respect thereof (each such guarantee, a “Notes Guarantee”). 

  


	(G)	Pursuant to the terms of the Senior Facilities Agreement, the Security Trustee shall (and is authorised by the other Relevant Finance Parties to), at the request and
cost of VMIH, execute such documents as may be required to release the Released Subsidiaries from any guarantees, indemnities and/or Security Documents to which they are party and to release them from their other obligations under any Relevant
Finance Documents, provided that VMIH has delivered a certificate to the Facility Agent in accordance with Clause 44.5(c) of the Senior Facilities Agreement (the “Certificate”) certifying that upon release of the Released
Subsidiaries from their obligations under the Senior Facilities Agreement, the 80% Security Test will continue to be satisfied. 

  

	(H)	The Certificate has been delivered to the Facility Agent by VMIH on or before the date hereof. Accordingly, the Security Trustee has agreed to release certain
guarantees and security as specified below. 

  

	(I)	For the avoidance of doubt, the Notes Guarantees will, pursuant to the terms of Section 11.08 (Release of Guarantees) of the Notes Indenture, be
automatically and unconditionally released and discharged upon the release of the guarantees and security granted pursuant to the Senior Facilities Agreement and/or the Debentures and/or the Confirmation Deed as described below.


 NOW THIS DEED WITNESSETH as follows: 
  

	1.	DEFINITIONS 

 Unless the context
otherwise requires or unless otherwise defined in this Deed, words and expressions defined in the Group Intercreditor Deed and (unless otherwise defined in the Group Intercreditor Deed) the Senior Facilities Agreement shall have the same meanings
when used in this Deed (including the recitals); 

  
 - 17 -









 “Charged Assets” has the meaning given thereto in the Debentures; 

“Related Rights” has the meaning given thereto in the Debentures; and 

“Released Subsidiaries” means the entities detailed at Schedule 1 to this Deed, and “Released Subsidiary” means any
one of them. 
  

	2.	RELEASE AND DISCHARGE 

 2.1 With effect from the
date hereof, the Security Trustee and the Facility Agent (as applicable) hereby irrevocably and unconditionally release and discharge each of the Released Subsidiaries from their respective obligations under: 

(a) the Senior Facilities Agreement, including, but not limited to, any guarantee and indemnity obligations under Clause 29 thereof; and

 (b) any other Relevant Finance Document to which any Released Subsidiary is a party. 

2.2 With effect from the date hereof, the Security Trustee hereby irrevocably and unconditionally: 

(a) releases to each Released Subsidiary all of their respective rights, title and interests in and to the Charged Assets charged in
favour of the Security Trustee pursuant to the terms of the Debentures and the Confirmation Deed, and releases all Encumbrances created or purported to be created by each Released Subsidiary pursuant to the Security Documents; 

(b) reassigns to each Released Subsidiary all Charged Assets assigned by way of security under the Debentures and the Confirmation Deed;
and 
 (c) discharges and releases each Released Subsidiary from their respective obligations to the Security Trustee under the
Debentures and the Confirmation Deed in respect of such Charged Assets. 
  

	3.	NON-CRYSTALLISATION 

 The
Security Trustee hereby certifies that: 
 (a) it is not aware of any event or matter which may have caused any floating charge
created by the Debentures and the Confirmation Deed automatically to crystallise into a fixed charge; 
 (b) it is not aware of
any matter which would entitle it to crystallise any floating charge created by the Debentures and the Confirmation Deed into a fixed charge; and 
 (c) it has not taken any steps to crystallise any floating charge created by the Debentures and the Confirmation Deed into a fixed charge. 

  
 - 18 -










	4.	REPRESENTATIONS AND WARRANTIES 

 4.1 VMIH hereby
represents and warrants to the Security Trustee that: 
 (i) the release and discharge of all of the obligations of the Released
Subsidiaries under the Senior Facilities Agreement (including any guarantee and indemnity obligations thereunder) and any other Relevant Finance Documents to which they are party pursuant to Clause 2 of this Deed; and 

(ii) the release, reassignment and discharge of the security over the Charged Assets pursuant to Clause 2.2 of this Deed and the giving
of a certificate of non-crystallisation in Clause 3 of this Deed, 
 are each in accordance with paragraph (c) of Clause
44.5 of the Senior Facilities Agreement. 
 4.2 Each Released Subsidiary represents and warrants to the Security Trustee that the release,
reassignment and discharge of the security over the Released Subsidiaries’ Charged Assets pursuant to Clause 2.2 of this Deed and the giving of the certificate of non-crystallisation in Clause 3 of this Deed is in accordance with paragraph
(c) of Clause 44.5 of the Senior Facilities Agreement. 
 4.3 VMIH and each Released Subsidiary hereby represents and warrants to the
Security Trustee that the releases, reassignments and discharges effected by Clause 2 of this Deed are permitted by the terms of the Notes Indenture. 
  

	5.	CONTINUING SECURITY 

 Nothing in
this Deed shall prejudice or affect the Security of the Security Trustee under the Security Documents in respect of the remaining property and assets (for the avoidance of doubt, excluding the Charged Assets in respect of only the Released
Subsidiaries, released or reassigned in accordance with Clause 2 above) charged therein or the rights of the Security Trustee thereunder. 
  

	6.	FURTHER ASSURANCE 

 6.1 The Security Trustee and
the Facility Agent agree, at the cost of any Released Subsidiary and upon the request of such Released Subsidiary to execute all such documents and do all such acts and things as such Released Subsidiary may at any time after the date of this Deed
reasonably require to give effect to the provisions of this Deed. 
 6.2 Without limiting the generality of the foregoing, the Security Trustee,
at the cost of VMIH or any Released Subsidiary, shall: 
 (i) return to such Released Subsidiary any stock transfer forms and
share certificates in respect of such Released Subsidiary and any shares owned by such Released Subsidiary; and 

  
 - 19 -









 (ii) return to such Released Subsidiary and VMIH (as applicable) all other documents that
were delivered by any of them to the Security Trustee pursuant to the terms of the Security Documents and which such Released Subsidiary reasonably requests are returned. 

 

	7.	COSTS AND EXPENSES 

 Each
Released Subsidiary shall promptly on demand, and on full indemnity basis, pay to the Security Trustee and the Facility Agent all of the reasonable costs and expenses (including reasonable legal and out of pocket expenses and any VAT on such costs
and expenses) which the Security Trustee and the Facility Agent incur in connection with the preparation, delivery, negotiation and execution of this Deed and any related documents. 

 

	8.	PARTIAL INVALIDITY 

 If, at any
time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Deed nor of such provision under
the laws of any other jurisdiction shall in any way be affected or impaired thereby. 
  

	9.	THIRD PARTY RIGHTS 

 A person who
is not a party to this Deed has no right by reason of the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed. 
  

	10.	COUNTERPARTS 

 This Deed may be
executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 
  

	11.	GOVERNING LAW 

 This Deed and any
non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and each of VMIH and each Released Subsidiary irrevocably submits to the non-exclusive jurisdiction of the English
courts. 

  
 - 20 -









 IN WITNESS whereof the parties hereto have executed this Deed on the date stated at the beginning of
this Deed. 
  

			
	THE SECURITY TRUSTEE
	
	Executed as a deed on behalf of
	
	DEUTSCHE BANK AG, LONDON BRANCH
		
	By:	 	  

		
	By:	 	  



  
 - 21 -









 VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED 
 Executed as a deed by VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 ANDOVER CABLEVISION LIMITED 
 Executed as a deed by ANDOVER CABLEVISION LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 22 -









 BERKHAMSTED PROPERTIES & BUILDING CONTRACTORS LIMITED 

Executed as a deed by BERKHAMSTED PROPERTIES & BUILDING CONTRACTORS LIMITED acting by: 

 

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 CABLE TELEVISION LIMITED 
 Executed as a deed by CABLE TELEVISION LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 23 -









 CABLE THAMES VALLEY LIMITED 
 Executed as a deed by CABLE THAMES VALLEY LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 CABLETEL CARDIFF LIMITED 
 Executed as a deed by CABLETEL CARDIFF LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 24 -









 CABLETEL CENTRAL HERTFORDSHIRE LIMITED 
 Executed as a deed by CABLETEL CENTRAL HERTFORDSHIRE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 CABLETEL HERTFORDSHIRE LIMITED 
 Executed as a deed by CABLETEL HERTFORDSHIRE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 25 -









 CABLETEL INVESTMENTS LIMITED 
 Executed as a deed by CABLETEL INVESTMENTS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 CABLETEL NEWPORT 
 Executed as a deed by CABLETEL NEWPORT acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 26 -









 CABLETEL NORTH BEDFORDSHIRE LIMITED 
 Executed as a deed by CABLETEL NORTH BEDFORDSHIRE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 CABLETEL TELECOM SUPPLIES LIMITED 
 Executed as a deed by CABLETEL TELECOM SUPPLIES LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 27 -









 COLOMBIA MANAGEMENT LIMITED 
 Executed as a deed by COLOMBIA MANAGEMENT LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 COMTEL CABLE SERVICES LIMITED 
 Executed as a deed by COMTEL CABLE SERVICES LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 28 -









 COMTEL COVENTRY LIMITED 
 Executed as a deed by COMTEL COVENTRY LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 DIGITAL TELEVISION NETWORK LIMITED 
 Executed as a deed by DIGITAL TELEVISION NETWORK LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 29 -









 DTELS LIMITED 
 Executed as a deed by DTELS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 ENABLIS LIMITED 
 Executed as a deed by ENABLIS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 30 -









 FLEXTECH BUSINESS NEWS LIMITED 
 Executed as a deed by FLEXTECH BUSINESS NEWS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 FLEXTECH MUSIC PUBLISHING LIMITED 
 Executed as a deed by FLEXTECH MUSIC PUBLISHING LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 31 -









 FLEXTECH-FLEXINVEST LIMITED 
 Executed as a deed by FLEXTECH-FLEXINVEST LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 HEARTLAND CABLEVISION (UK) LIMITED 
 Executed as a deed by HEARTLAND CABLEVISION (UK) LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 32 -









 HEARTLAND CABLEVISION II (UK) LIMITED 
 Executed as a deed by HEARTLAND CABLEVISION II (UK) LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 HERTS CABLE LIMITED 
 Executed as a deed by HERTS CABLE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 33 -









 LICHFIELD CABLE COMMUNICATIONS LIMITED 
 Executed as a deed by LICHFIELD CABLE COMMUNICATIONS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 MAZA LIMITED 
 Executed as a deed by MAZA LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 34 -









 METRO HERTFORDSHIRE LIMITED 
 Executed as a deed by METRO HERTFORDSHIRE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 METRO SOUTH WALES LIMITED 
 Executed as a deed by METRO SOUTH WALES LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 35 -









 NORTHAMPTON CABLE TELEVISION LIMITED 
 Executed as a deed by NORTHAMPTON CABLE TELEVISION LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 NTL (CWC) MANAGEMENT LIMITED 
 Executed as a deed by NTL (CWC) MANAGEMENT LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 36 -









 NTL (CWC) NO. 2 LIMITED 
 Executed as a deed by NTL (CWC) NO. 2 LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 37 -









 NTL (CWC) NO. 3 LIMITED 
 Executed as a deed by NTL (CWC) NO. 3 LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 NTL (CWC) NO. 4 LIMITED 
 Executed as a deed by NTL (CWC) NO. 4 LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 38 -









 NTL EQUIPMENT NO. 1 LIMITED 
 Executed as a deed by NTL EQUIPMENT NO. 1 LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 NTL EQUIPMENT NO. 2 LIMITED 
 Executed as a deed by NTL EQUIPMENT NO. 2 LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 39 -









 NTL INTERNET LIMITED 
 Executed as a deed by NTL INTERNET LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 NTL LIMITED 
 Executed as a deed by NTL LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 40 -









 NTL MILTON KEYNES LIMITED 
 Executed as a deed by NTL MILTON KEYNES LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 NTL NETWORKS LIMITED 
 Executed as a deed by NTL NETWORKS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 41 -









 NTL SYSTEMS LIMITED 
 Executed as a deed by NTL SYSTEMS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 NTL WESTMINSTER LIMITED 
 Executed as a deed by NTL WESTMINSTER LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 42 -









 OXFORD CABLE LIMITED 
 Executed as a deed by OXFORD CABLE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 SECURE BACKUP SYSTEMS LIMITED 
 Executed as a deed by SECURE BACKUP SYSTEMS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 43 -









 STAFFORD COMMUNICATIONS LIMITED 
 Executed as a deed by STAFFORD COMMUNICATIONS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 SWINDON CABLE LIMITED 
 Executed as a deed by SWINDON CABLE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 44 -









 TAMWORTH CABLE COMMUNICATIONS LIMITED 
 Executed as a deed by TAMWORTH CABLE COMMUNICATIONS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 TELSO COMMUNICATIONS LIMITED 
 Executed as a deed by TELSO COMMUNICATIONS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 45 -









 VISION NETWORKS LIMITED 
 Executed as a deed by VISION NETWORKS LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 WESSEX CABLE LIMITED 
 Executed as a deed by WESSEX CABLE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 46 -









 TVS PENSION FUND TRUSTEES LIMITED 
 Executed as a deed by TVS PENSION FUND TRUSTEES LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	

 PROSPECTRE LIMITED 
 Executed as a deed by PROSPECTRE LIMITED acting by: 
  

							
	  
	  		  		  	
	Director	  		  		  	
				
	in the presence of:	  		  		  	
	  
	  		  	Witness	  	
	  
	  		  	Print full name of Witness	  	
	  
	  		  	Address of Witness	  	
	  
	  		  		  	
	  
	  		  		  	


  
 - 47 -









 SCHEDULE 1 
 THE RELEASED SUBSIDIARIES 
  

					
	 	  	 Company Name
	  	 Company Number

	1	  	Andover Cablevision Limited	  	01932254
	2	  	Berkhamsted Properties & Building Contractors Limited	  	00958564
	3	  	Cable Television Limited	  	00683065
	4	  	Cable Thames Valley Limited	  	02254089
	5	  	CableTel Cardiff Limited	  	02740659
	6	  	CableTel Central Hertfordshire Limited	  	02347168
	7	  	CableTel Hertfordshire Limited	  	02381354
	8	  	CableTel Investments Limited	  	03157216
	9	  	CableTel Newport	  	02478879
	10	  	CableTel North Bedfordshire Limited	  	02455397
	11	  	CableTel Telecom Supplies Limited	  	02919285
	12	  	Columbia Management Limited	  	02361163
	13	  	ComTel Cable Services Limited	  	02265315
	14	  	ComTel Coventry Limited	  	00277802
	15	  	Digital Television Network Limited	  	03288768
	16	  	DTELS Limited	  	02834403
	17	  	Enablis Limited	  	03144815
	18	  	Flextech Business News Limited	  	02954531
	19	  	Flextech Music Publishing Limited	  	03673917
	20	  	Flextech-Flexinvest Limited	  	01192945
	21	  	Heartland Cablevision (UK) Limited	  	02415170
	22	  	Heartland Cablevision II (UK) Limited	  	02443617
	23	  	Herts Cable Limited	  	02390426


  
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	 	  	 Company Name
	  	 Company Number

	24	  	Lichfield Cable Communications Limited	  	03016595
	25	  	Maza Limited	  	02785299
	26	  	Metro Hertfordshire Limited	  	03092899
	27	  	Metro South Wales Limited	  	03092897
	28	  	Northampton Cable Television Limited	  	02475464
	29	  	NTL (CWC) Management Limited	  	02924200
	30	  	NTL (CWC) No. 2 Limited	  	02441766
	31	  	NTL (CWC) No. 3 Limited	  	02441768
	32	  	NTL (CWC) No. 4 Limited	  	02351068
	33	  	NTL Equipment No. 1 Limited	  	02794518
	34	  	NTL Equipment No. 2 Limited	  	02071491
	35	  	NTL Internet Limited	  	02985161
	36	  	NTL Limited	  	02586701
	37	  	NTL Milton Keynes Limited	  	02410808
	38	  	NTL Networks Limited	  	03045209
	39	  	NTL Systems Limited	  	03217975
	40	  	NTL Westminster Limited	  	01735641
	41	  	Oxford Cable Limited	  	02450228
	42	  	Secure Backup Systems Limited	  	03130333
	43	  	Stafford Communications Limited	  	02381842
	44	  	Swindon Cable Limited	  	00318216
	45	  	Tamworth Cable Communications Limited	  	03016602
	46	  	Telso Communications Limited	  	02067186
	47	  	Vision Networks Services UK Limited	  	03135501
	48	  	Wessex Cable Limited	  	02433185
	49	  	TVS Pension Fund Trustees Limited	  	01539051


  
 - 49 -










					
	 	  	 Company Name
	  	 Company Number

	50	  	Prospectre Limited	  	SC145280


  
 - 50 -