10-K

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TABLE OF CONTENTS
FORM 10K—Item 15(a)(1) and (2) VIRGIN MEDIA INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to

Commission File No. 000-50886

VIRGIN MEDIA INC.
(Exact name of registrant as specified in its charter)

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
(Additional Registrant)

Delaware (State or other jurisdiction of incorporation or organization)	59-3778247 (I.R.S. Employer Identification No.)
909 Third Avenue, Suite 2863, New York, New York (Address of principal executive office)	10022 (Zip Code)
(212) 906-8440 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share	NASDAQ Global Select Market
Series A Warrants to purchase shares of Common Stock	NASDAQ Global Select Market

           Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

           Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

           Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

           Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

           Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

           Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

           The aggregate market value of the registrant's voting stock held by non-affiliates as of June 30, 2009 based on the closing price for the registrant's common stock on the NASDAQ Global Select Market on such date, was $3,075,550,740.

           As of February 24, 2009, there were 329,411,542 shares of the registrant's common stock, par value $0.01 per share, issued and outstanding, excluding 25,769,060 shares of the registrant's common stock issuable upon the exercise of Series A warrants, 1,380,000 unvested shares of restricted stock held in escrow, and shares of the registrant's common stock issuable upon the conversion of its convertible senior notes.

           The Additional Registrant meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format. See "Note Concerning Virgin Media Investment Holdings Limited" on page 3 in this Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

           Portions of the registrant's definitive Proxy Statement for its 2010 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

VIRGIN MEDIA INC. AND SUBSIDIARIES
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2009

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business		8
Item 1A.	Risk Factors		25
Item 1B.	Unresolved Staff Comments		37
Item 2.	Properties		37
Item 3.	Legal Proceedings		38
Item 4.	Submission of Matters to a Vote of Security Holders		38
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		39
Item 6.	Selected Financial Data		40
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		41
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		87
Item 8.	Financial Statements and Supplementary Data		90
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		91
Item 9A.	Controls and Procedures		91
Item 9B.	Other Information		93
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		94
Item 11.	Executive Compensation		94
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		94
Item 13.	Certain Relationships and Related Transactions, and Director Independence		94
Item 14.	Principal Accountant Fees and Services		94
PART IV
Item 15.	Exhibits and Financial Statement Schedules		94
Index to Consolidated Financial Statements and Financial Statement Schedules			F-1
SIGNATURES
EXHIBIT INDEX

        In this annual report on Form 10-K, unless we have indicated otherwise, or the context otherwise requires, references to "Virgin Media," "the Company," "we," "us," "our" and similar terms refer to the consolidated business of Virgin Media Inc. and its subsidiaries (including Virgin Media Investment Holdings Limited, or VMIH, and its subsidiaries, and Virgin Media Investments Limited, or VMI, and its subsidiaries).

2

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

        Various statements contained in this document constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward-looking statements. These factors, among others, include:

•

the ability to compete with a range of other communications and content providers;

•

the effect of technological changes on our businesses;

•

the ability to maintain and upgrade our networks in a cost-effective and timely manner;

•

possible losses of revenues or customers due to systems failures;

•

the ability to control unauthorized access to our network;

•

our reliance on third-party suppliers and contractors to provide necessary hardware, software or operational support;

•

the continued right to use the Virgin name and logo;

•

the ability to manage customer churn;

•

general economic conditions;

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the ability to provide attractive programming at a reasonable cost;

•

the ability to implement our restructuring plan successfully and realize the anticipated benefits;

•

currency and interest rate fluctuations;

•

the ability to fund debt service obligations and refinance our debt obligations;

•

the ability to obtain additional financing in the future; and

•

the ability to comply with restrictive covenants in our indebtedness agreements.

        These and other factors are discussed in more detail under "Risk Factors" and elsewhere in this annual report on Form 10-K. We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

Note Concerning Virgin Media Investment Holdings Limited

        This annual report on Form 10-K (excepting financial statements responsive to Part IV, Item 15) covers both Virgin Media and VMIH, a company incorporated in England and Wales, with its registered office at 160 Great Portland Street, London W1W 5QA, United Kingdom, that is a wholly-owned subsidiary of Virgin Media Finance PLC, or Virgin Media Finance, and a wholly owned indirect subsidiary of Virgin Media. VMIH is not an accelerated filer. VMIH is one of the guarantors of the unsecured senior notes issued by Virgin Media Finance. VMIH's guarantee of these notes is not deemed to be unconditional. VMIH is also one of the guarantors of the senior secured notes issued by Virgin Media Secured Finance PLC in January 2010. VMIH carries on the same business as Virgin Media, and is the principal borrower under Virgin Media's senior credit facility. Unless otherwise indicated, the discussion contained in this report applies to VMIH as well as Virgin Media.

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Note Concerning Virgin Media Investments Limited

        VMI was formed on December 18, 2009, as a wholly owned subsidiary of VMIH. On December 30, 2009, VMI acceded as a senior subordinated guarantor of the unsecured senior notes issued by Virgin Media Finance, on the same terms as VMIH. As VMI's guarantees are not deemed to be unconditional, separate financial statements for VMI have been included in this annual report pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, or SEC.

Financial Information and Currency of Financial Statements

        All of the financial statements included in this annual report have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The reporting currency of our consolidated financial statements is U.K. pounds sterling.

Historical Structure of the Company

        Virgin Media Inc., formerly known as NTL Incorporated, is a Delaware corporation and is publicly traded in the United States on the NASDAQ Global Select Market and in the United Kingdom on the London Stock Exchange.

        NTL Incorporated was incorporated in 1993 as a Delaware corporation and continued as a publicly traded holding company until February 1999. From February 1999 until January 10, 2003, NTL Incorporated was a wholly-owned subsidiary of NTL (Delaware), Inc., a Delaware corporation, referred to in this annual report as NTL Delaware, which was incorporated in February 1999 in order to effect a reorganization into a holding company structure. The holding company structure was implemented to pursue opportunities outside of the United Kingdom, or the U.K., and Ireland, and was accomplished through a merger. NTL Incorporated's stockholders at the time became stockholders of the new holding company, NTL Delaware. The new holding company took the name NTL Incorporated until May 2000, when its name was changed back to NTL (Delaware), Inc.

        In May 2000, another new holding company structure was implemented in connection with the acquisition of the cable assets of Cable & Wireless Communications plc, or CWC (the operations acquired from CWC are called ConsumerCo), and was accomplished similarly through a merger. The stockholders of NTL Delaware became stockholders of the new holding company, NTL Delaware became a subsidiary of the new holding company, and NTL remained a subsidiary of NTL Delaware. The new holding company then took the name NTL Incorporated, which remained its name until January 10, 2003, at which time its name was changed to NTL Europe, Inc., referred to in this annual report as NTL Europe. On February 21, 2001, NTL Europe contributed the assets of ConsumerCo to NTL.

        On January 10, 2003, NTL emerged from reorganization under Chapter 11 of the U.S. Bankruptcy Code. Pursuant to the plan of reorganization, NTL's former parent, NTL Europe, and its subsidiaries and affiliates were split into two separate groups, with NTL and NTL Europe each emerging as independent public companies. We were renamed NTL Incorporated and became the holding company for the former NTL group's principal U.K. and Ireland assets. NTL Europe became the holding company for the former NTL group's continental European and various other assets. All of the outstanding securities of NTL Incorporated's former parent and some of its subsidiaries, including NTL Incorporated, were cancelled. NTL Incorporated issued shares of its common stock and Series A warrants, and NTL Europe issued shares of its common stock and preferred stock, to various former creditors and stockholders. As a result, NTL Incorporated is no longer affiliated with NTL Europe.

        On March 3, 2006, NTL Incorporated was renamed NTL Holdings Inc., and subsequently merged with a subsidiary of Telewest Global, Inc., or Telewest, by means of a reverse acquisition. The resulting entity was known as NTL Incorporated. The financial information included in this annual report on

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Form 10-K for the period through March 3, 2006 are those of NTL Holdings Inc., which is now known as Virgin Media Holdings Inc. For the period since March 3, 2006 our information reflects the reverse acquisition of Telewest.

        On July 4, 2006, we expanded our product portfolio to include mobile telephony services with the acquisition of Virgin Mobile Holdings (UK) Limited, or Virgin Mobile, through a U.K. Scheme of Arrangement. In connection with the acquisition of Virgin Mobile we also entered into a license agreement with Virgin Enterprises Limited under which we are licensed to use certain Virgin trademarks within the U.K. and Ireland. We subsequently rebranded our consumer and a large part of our content businesses under the name "Virgin Media" in 2007. We also changed the name of our corporate parent from NTL Incorporated to Virgin Media Inc. and the corporate names of certain of our subsidiaries, including:

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NTL Investment Holdings Limited, the principal borrower under our senior credit facility, to Virgin Media Investment Holdings Limited;

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NTL Cable PLC, the issuer of our public bonds, to Virgin Media Finance;

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NTL Group Limited, a principal operating subsidiary, to Virgin Media Limited;

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Flextech Television Limited, our content subsidiary, to Virgin Media Television Limited;

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NTL Communications Limited to Virgin Media Communications Limited; and

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NTL Holdings Inc. to Virgin Media Holdings Inc.

        On February 11, 2010, we also rebranded our business division, ntl:Telewest Business, to Virgin Media Business.

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Corporate Structure and Governance

        The following chart shows the corporate structure of Virgin Media through which our primary operations are conducted. This is a condensed chart and it does not show all of our operating and other intermediate companies.

(1)

Virgin Media Inc. indirectly owns other non-material subsidiaries, which are not included in this chart.

(2)

Issuer of our convertible senior notes.

(3)

The entities which we refer to as the intermediate holding companies are Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited.

(4)

Issuer of our unsecured senior notes.

(5)

Virgin Media Investment Holdings Limited is the principal borrower under our senior credit facility. Substantially all of the assets of Virgin Media Investment Holdings Limited and its subsidiaries secure our senior credit facility and senior secured notes.

(6)

Issuer of our senior secured notes.

(7)

Virgin Media Limited is one of our principal operating companies, although significant portions of our operations are conducted though its subsidiaries.

(8)

Virgin Mobile Holdings (UK) Limited was acquired by us pursuant to a U.K. Scheme of Arrangement under Section 425 of the Companies Act on July 4, 2006.

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        On October 1, 2009, our common stock was admitted to the Official List of the Financial Services Authority and commenced secondary trading on the main market of the London Stock Exchange under the ticker symbol "VMED." We did not issue any new common shares in connection with our London listing. The primary listing for the shares of our common stock is the NASDAQ Global Select Market.

Corporate Governance Statement

        We are committed to maintaining high standards of corporate governance and comply with the corporate governance regime of the U.S. State of Delaware and the applicable rules of the NASDAQ Global Select Market, the London Stock Exchange and the SEC. Information relating to our board, committees, corporate governance codes and practices are available on our website at www.virginmedia.com/investors under the heading "Corporate Governance."

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PART I

ITEM 1.    BUSINESS

Overview

        We are a leading provider of entertainment and communications services in the U.K., offering "quad-play" broadband internet, television, mobile telephony and fixed line telephony services. We are one of the U.K.'s largest providers of residential broadband internet, pay television and fixed line telephony services by number of customers. We believe our advanced, deep fiber access network enables us to offer faster and higher quality broadband services than our digital subscriber line, or DSL, competitors. As a result, we provide our customers with a leading next generation broadband service and one of the most advanced TV on-demand services available in the U.K. market. As of December 31, 2009, we provided service to approximately 4.8 million residential cable customers on our network. We are also one of the U.K.'s largest mobile virtual network operators by number of customers, providing mobile telephone service to 2.2 million prepay mobile customers and nearly one million contract mobile customers over third party networks. As of December 31, 2009, approximately 60.5% of residential customers on our cable network were "triple-play" customers, receiving broadband internet, television and fixed line telephone services from us, and approximately 10.7% were "quad-play" customers.

        In addition, we provide a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K. through Virgin Media Business (formerly ntl:Telewest Business). We also provide a broad range of programming through Virgin Media Television, or Virgin Media TV, which operates our wholly owned channels, such as Virgin1, Living and Bravo; and through UKTV, our joint ventures with BBC Worldwide.

        In 2009, we implemented a new operating model for our organization, and made corresponding revisions to our internal reporting structure and the related financial information used by our management, including our chief operating decision maker, to assess the performance of our business. As of December 31, 2009, our operating segments were as follows:

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Consumer:  Our Consumer segment includes the distribution of television programming over our cable network and the provision of broadband and fixed line telephone services to residential consumers, both on and off our cable network. Our Consumer segment also includes our mobile telephony and mobile broadband operations, provided through Virgin Mobile.

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Business:  Our Business segment includes the voice and data telecommunication and internet solutions services we provide through Virgin Media Business to businesses, public sector organizations and service providers.

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Content:  Our Content segment includes the operations of our wholly owned television channels, such as Virgin1, Living and Bravo. Although not included in our Content segment revenue, our content management team also oversees our interest in the UKTV television channels through our joint ventures with BBC Worldwide. On April 1, 2009, we sold our sit-up reporting unit which operated a portfolio of auction based retail television channels and was formerly included within our Content segment.

        For financial and other information on our segments, refer to note 18 to the consolidated financial statements of Virgin Media Inc. included elsewhere in this annual report.

Recent Developments

        On January 19, 2010, we issued approximately £1.5 billion equivalent aggregate principal amount of senior secured notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons pursuant to

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Regulation S under the Securities Act. The notes were issued by our wholly owned subsidiary Virgin Media Secured Finance PLC in two tranches: $1.0 billion of 6.5% senior secured notes due 2018 and £875 million of 7.0% senior secured notes due 2018, collectively referred to as the senior secured notes. The net proceeds from the issuance of the senior secured notes were used to prepay a portion of the outstanding loans under our senior credit facility, reducing the outstanding amounts due under our senior credit facility to approximately £1.6 billion equivalent as of January 29, 2010.

        The senior secured notes rank pari passu with our senior credit facility and, subject to certain exceptions, share in the same guarantees and security as granted in favor of our senior credit facility. For more information about our senior secured notes, see "Management's Discussion and Analysis of Results of Operations and Financial Condition—Liquidity and Capital Resources—Senior Secured Notes."

Available Information and Website

        Our principal executive offices are located at 909 Third Avenue, Suite 2863, New York, New York 10022, United States, and our telephone number is (212) 906-8440. Our U.K. headquarters are located outside of London, England in Hook, Hampshire. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports filed with or furnished to the SEC under Sections 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, are available free of charge on the SEC's website at www.sec.gov and on our website at www.virginmedia.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The investor relations section of our website can be accessed under the heading "About Virgin Media—Investors Information." The information on our website is not incorporated into our SEC filings.

Our Business

Our Cable Network Advantage

        Uniquely in the U.K., our network architecture includes hybrid fiber coax, or HFC, with optical fiber deployed to street cabinets, and a twinned cable, consisting of both high-capacity coaxial cable and twisted copper-pair elements, extending from the street cabinet to the customer's home. We believe that this deployment of coaxial cable directly to the home closer to the end user, or deep fiber access, provides us with several competitive advantages in the areas served by our network. For example, our cable network allows us to concurrently deliver downstream broadband services, together with real-time television and video-on-demand content, at higher speeds and with less data loss than comparable services of other providers. Our competitors are reliant on the access infrastructure of the former state incumbent, BT Group plc, or BT, which typically relies on copper-pair technology from the local exchange to the customer's home. Service providers using DSL technology over BT's existing network can currently only provide video services subject to capacity limits which can affect data download speeds. Our cable network also offers benefits over the infrastructure of satellite service providers, which are unable to offer interactive services in the absence of a fixed line telephone connection, using third party access infrastructure. By contrast, our cable infrastructure allows us to provide "triple-play" bundled services of broadband internet, television and fixed line telephony services to residential customers in areas served by our network, without relying on a third-party service provider or network. See "—Our Network" below for more detailed information relating to our network.

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Consumer Segment

Cable Products and Services

        We provide cable broadband internet, television and fixed line telephone services under the Virgin Media brand to residential customers in the U.K. Our cable services are distributed via our wholly owned, local access cable network. Our cable network covers parts of many major metropolitan areas in England, Wales, Scotland and Northern Ireland. We offer our customers a choice of several packages and tariffs within each of our cable product categories. Our bundled packaging and pricing are designed to encourage our customers to purchase multiple services across our product portfolio by offering discounts to customers who subscribe to two or more of our products. The types and number of services that each customer uses, and the prices we charge for these services, drive our revenue. For example, broadband internet is more profitable than our television services and, on average, our "triple-play" customers are more profitable than "double-play" or "single-play" customers. As of December 31, 2009, 85.2% of our cable customers received multiple services from us and 60.5% were "triple-play" customers, receiving broadband internet, television and fixed line telephone services from us.

Broadband Internet

        We deliver high-speed broadband internet services to customers on our cable network. As of December 31, 2009, we provided cable broadband services to approximately 3.8 million subscribers. In 2009, we completed significant upgrades to our network, including the network-wide roll-out of the latest DOCSIS 3.0 technology, which significantly increased upstream and downstream data transmission speeds across our network. Following these network upgrades, in July 2009, we became the first provider to offer download speeds of up to 50 Mbps to over 12 million homes across the U.K. In May 2009, we also initiated preliminary trials of download speeds of up to 200 Mbps and upload speeds of up to 10 Mbps within limited geographic areas.

        Our broadband internet offering currently focuses on three tiers of high-speed broadband service at download speeds of up to 10 Mb, 20 Mb and 50 Mb, respectively. Our customers within each of these tiers also benefit from unlimited downloads, subject to our fair usage and traffic management policies, and advanced security software, including anti-virus and anti-spyware protection. In 2009, we also increased our focus on developing additional products to complement our broadband offering, such as our online data storage service, which allows our top tier subscribers to back-up, store and share specified amounts of data and photographs online for no additional charge. We also expect to launch a digital music service in 2010, which will allow our cable broadband customers to stream and download an unlimited number of music tracks from Universal Music's catalogue for a monthly subscription fee.

        We operate a web portal, virginmedia.com, which offers a broad range of content, such as music, games, movies and television programming, including near-live clips of English football highlights. In December 2009, we introduced an online gaming channel to our web portal, which was followed in January 2010, by the launch of a music channel, offering streaming video content. Our customers are also able to access their email accounts and customer care information through our website. We generate revenue from our website, primarily from third-party advertising and search engines. We also use the website to cross-promote our product portfolio.

Television

        We offer a wide range of television services to customers on our cable network. As of December 31, 2009, we provided cable television services to approximately 3.7 million residential subscribers, of which approximately 3.6 million received our digital television, or DTV service and approximately 87,000 received our analog television, or ATV, service.

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        Our DTV service includes access to over 160 linear television channels, advanced interactive features, and a range of premium subscription-based and pay-per-view services. From June 2009, our subscription-based premium television services have been provided by our Luxembourg subsidiary, Future Entertainment Sarl, trading as Virgin Media Entertainment. We offer a free-to-air digital television service, or Free TV, to certain customers on our cable platform. Our Free TV service provides access to approximately 45 linear channels and radio services such as Virgin1, Five US, Five, E4 and Yesterday. In addition to our linear television services, which allow our customers to view television programming at a scheduled time, our DTV and Free TV customers also have access to certain digital interactive services, including one of the most comprehensive video-on-demand, or VOD, services in the U.K. See "Virgin TV On Demand" below. We also provide ATV services to customers in limited geographic areas.

        Our cable network enables us to deliver a broad range of digital interactive services, including games, news, entertainment and information services, from an on-screen menu. We also offer interactive "red button" applications from the BBC and other commercial broadcasters. "Red button" functionality in the U.K. permits television viewers to press a red button on their remote control handset to receive additional interactive services, including multiple broadcasts. For example, in a Wimbledon tennis broadcast, a customer can press the red button and choose which match to watch.

Virgin TV On Demand

        Our VOD service, Virgin TV On Demand, provides our customers with instant access to a wide selection of premium movies, television programs and series, music videos and other on-demand content. The service offers features such as freeze-frame, fast-forward and rewind, which allow our customers increased control over the content and timing of their television viewing. Additionally, our cable network enables us to provide VOD content to our customers with no concurrent degradation of their broadband speed. As of December 31, 2009, we had over 4,500 hours of on-demand content. In 2009, our VOD usage increased to 74 million average monthly views in the fourth quarter, up from 55 million average monthly views in the first quarter. We believe that customers who use our VOD service are less likely to churn.

        The primary types of content available within Virgin TV On Demand are TV programming, movies and music videos. A selection of content is available free of charge to all of our DTV customers. This is primarily focused within our 'catch-up' TV service which offers approximately 480 hours of popular broadcast TV shows. We also offer BBC iPlayer as part of our on-demand service, which enables viewers to catch-up on over 350 hours of BBC programs. In 2009, we expanded our VOD offering with content from ITV plc, or ITV, one of the largest commercial broadcasters in the U.K., including the addition of up to 80 hours of catch-up TV per week.

        We offer our DTV customers a subscription VOD, or SVOD, package, including up to 2,300 episodes of premium TV programming and over 3,000 music videos. Our SVOD package is provided free of charge to subscribers to our top tier TV package and is available for an additional monthly fee to our other DTV customers. In 2009, we expanded our SVOD offering with the launch of 'PictureBox,' a subscription movie-on-demand service, offering premium movie content in both standard and high definition format, and the addition of over 250 hours of TV programming from ITV. All of our DTV customers also have access to pay-per-transaction content, including approximately 500 movies and our entire library of music videos. Pay-per-transaction movies and music are available for 24 hours after purchase and may be accessed multiple times during that period for a single fixed charge.

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High Definition Television

        In 2009, we expanded our high definition, or HD, television offering with the introduction of six linear HD channels: ESPN HD, LIVING HD, FX HD, MTV Networks HD, National Geographic Channel HD and C4 HD. We also offer HD versions of BBC linear and on-demand content. As of December 31, 2009, we offered approximately 260 hours of HD content on Virgin TV On Demand, including BBC iPlayer, HD films and a range of HD TV programming such as Generation Kill, The Sopranos and Planet Earth. Our HD content is available to our DTV and Free TV customers.

Digital Video Recorders

        We offer one of the most advanced digital video recorders, or DVRs, in the U.K. Set-top boxes equipped with DVRs digitally record television programming to a hard disk in real-time, which allows customers to pause or rewind the program at any point during or after broadcast. The Virgin Media DVR, which is called the "V+ Box", is available to our DTV customer base for a premium monthly rental option or an up-front payment as part of our top tier package. The V+ Box has 160 Gigabytes of hard disk storage space (up to 80 hours of broadcast television), is HD-enabled and has three tuners, allowing viewers to record two programs while watching a third. Our V+ Box customers with an HD-compatible television can also access our HD on-demand content. As of December 31, 2009, we had approximately 862,000 V+ Box customers, representing 23.6% of our digital subscribers.

        In 2009, we entered into a strategic partnership with TiVo Inc., or Tivo, to develop a next generation set-top box which provides converged television and broadband internet capabilities. Under the agreement, TiVo will become the exclusive provider of user interface software for our next generation set-top boxes and we will become the exclusive distributor of TiVo services and technology in the United Kingdom.

Fixed Line Telephony

        We provide local, national and international telephony services to our residential customers on our cable network. We offer a basic line rental service to our cable customers for a fixed monthly fee. In addition to basic line rental, we also offer tiered bundles of features and services, including calling plans that enable customers to make unlimited national landline calls during specified periods, for an incremental fixed monthly fee. Our customers may also subscribe to additional services such as call waiting, call blocking, call forwarding, three-way calling, advanced voicemail and caller line identification services for an additional fee. As of December 31, 2009, we provided cable telephony services to approximately 4.1 million residential subscribers.

Mobile Products and Services

        We provide mobile telephony services through Virgin Mobile, a leading mobile virtual network operator in the U.K. As a mobile virtual network operator, or MVNO, Virgin Mobile provides mobile telephony services to its customers over cellular networks owned by third parties. Our customer base comprises both pre-pay customers, who top up their accounts prior to using the services and have no minimum contracted term, and contract customers, who subscribe to our services for periods ranging from a minimum of 30 days up to 24 months. As of December 31, 2009, we had approximately 3.2 million mobile telephony customers, of which approximately 950,000 were contract customers.

        We offer a broad range of mobile communications products and services, including mobile voice services and data services, such as SMS, picture messaging, games, news and music services. We also offer mobile broadband services which complement our fixed broadband offering. Our services are delivered over 2G, 2.5G, 3G and 3.5G platforms provided by our network partner, T-Mobile.

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        In 2009, we continued to focus on increasing our proportion of higher value contract customers, improving access to content via our mobile platform, and expanding our range of higher value mobile handsets. We continued to promote the use of our mobile platform to view internet and television content, by introducing features such as easier access to social networking applications via the mobile handset. In September 2009, we announced a new multiplatform agreement to carry Walt Disney content on our television, broadband and mobile platforms. We plan to make additional music and video content available via our mobile platform in 2010 and have introduced pricing bundles structured to promote the use of multimedia platforms among our mobile customers.

Non-cable Products and Services

        We also provide broadband and telephone services to residential customers outside of our cable network, or non-cable customers, over third-party telecommunications networks. Our non-cable broadband internet services are provided via BT's local access network and unbundled BT exchanges from Cable & Wireless plc, or C&W. We offer various price and feature packages, including broadband service of up to 16 Mbps. As of December 31, 2009, we had approximately 265,700 non-cable broadband subscribers. We also provide fixed line telephone service to non-cable customers via BT's local access network. As of December 31, 2009, we provided non-cable fixed line telephone service to approximately 139,800 subscribers.

Marketing and Sales

        Our consumer strategy focuses primarily on marketing bundled offerings of products and services across our "quad-play" portfolio to existing and potential customers. Our bundling strategy provides our customers with discounts from the price of buying our services separately and the convenience of a single bill. We believe that customers who subscribe to multiple services from us are less likely to churn. We also actively pursue opportunities to cross-sell complementary services across our product range and up-sell higher value services to our existing customers.

        We offer our consumer products and services through a broad range of retail channels, including via telesales, customer care centers, online and points of sale. We also engage in direct marketing initiatives through a dedicated national sales force of approximately 250 representatives, as well as comprehensive national and regional mass media advertising initiatives. In 2009, we significantly expanded our portfolio of own brand stores with the opening of 26 Virgin Media branded retail stores and the introduction of 23 Virgin Media branded shopping center kiosks. Our own brand stores and kiosks offer a complete range of our consumer products and services and, on average, more than half of customers that subscribed to our services at one of our own brand stores during 2009 took one of our triple-play or quad-play product bundles. As of December 31, 2009, we had in aggregate 49 own brand stores and 23 kiosks.

        In February 2010, we announced our agreement with leading electronics retailer, Best Buy, to showcase and sell Virgin Media products in their stores in the U.K., which are expected to open in the second quarter of 2010. We also offer primarily our mobile telephony products through approximately 4,300 third party sales outlets in the U.K., including approximately 1,300 specialist outlets of our distribution partners, such as Carphone Warehouse and Phones 4U. In addition, we offer SIM-only products and mobile airtime vouchers through independent retailers across the U.K.

Customer Service

        We believe that effective customer service contributes to customer satisfaction, which results in reduced churn and improved acquisition rates of new customers. As of December 31, 2009, we employed approximately 2,450 staff for our cable and non-cable call centers, and approximately

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500 staff for our mobile telephony call centers, in the U.K. We also use outsourced consumer call centers in the U.K., India and South Africa.

Business Segment

        Our Business segment, managed through Virgin Media Business (formerly ntl:Telewest Business), offers a broad portfolio of voice, data and internet solutions to commercial customers in the U.K., ranging from analog telephony to managed data networks and applications. Through Virgin Media Business, we provide services to approximately 65,000 U.K. businesses and over 250 local councils. We also supply communications services to over half of the U.K.'s emergency services providers.

Products and Services

Voice

        We offer a comprehensive range of voice products, from analog and digital services to converged internet protocol, or IP, telephony solutions. Our business voice solutions include basic features, such as call divert and voicemail, as well as innovative products such as Centrex, which provides switchboard-like capability that is managed from our telephone exchange, offering our customers a cost-effective, scalable alternative to a premise-based system.

Data and Internet Services

Converged Solutions

        Our converged solutions use a single network to transport voice, data and video, allowing our customers to benefit from cost synergies. Additionally, we offer services such as IP virtual private networks, which enable our customers to prioritize bandwidth for different types of traffic so that more time sensitive data or critical application data is transported with priority, providing increased flexibility and control over data management. Our extensive network reach also enables us to offer large or dispersed organizations the ability to effectively link sites across the U.K. using a wide range of access technologies, supporting services such as voice and video conferencing, instant messaging and file transfers.

Ethernet

        As a market leader in Ethernet solutions in the U.K., the Virgin Media Business Ethernet network has approximately 330 Ethernet nodes and is capable of carrying a variety of services and high bandwidth applications simultaneously. We have been delivering Ethernet services for over 10 years and have achieved both Metro Ethernet Forum, or MEF 9 and MEF 14 accreditation, ensuring our Ethernet product portfolio can support stringent real-time communications applications, including voice over IP, or VOIP, and HD-quality videoconferencing. We offer a range of products from local area network extensions to managed wide area Ethernet networks, providing our customers with high bandwidth and flexible solutions, including market-leading point to multi-point services.

Applications and Services

        As an overlay to network products, we also offer applications, such as IP CCTV and video-conferencing, and managed services, such as information security services, designed to increase flexibility and reduce costs to our customers.

Marketing, Sales and Customer Service

        Our marketing, sales and customer service initiatives are structured around the differentiated needs of our retail and wholesale customers. Our retail customer base is comprised of private and

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public sector businesses, while our wholesale customers include primarily mobile and fixed-line service providers, systems integrators, or SIs, and internet service providers, or ISPs.

Retail Customers

Private Sector

        Our private sector retail services focus on the telecommunications needs of small businesses to large, national corporations. Centralized telephone account managers serve small organizations (with 50 to 99 employees), while regionally-located account, service and project management teams, supported by pre-sales technical consultants, provide service to medium and large U.K. businesses (with over 100 employees). We believe that our local presence and the resulting level of service we provide is a key differentiator in this mid-market segment, and that the benefits of this strategy are reflected in the long-term relationships held with many of our private sector customers.

Public Sector

        Our public sector retail services are structured around industry-specific segments, such as local government, education, health and emergency services. This enables us to provide sector-specific expertise where an understanding of the drivers and procurement processes of publicly funded organizations are necessary for efficient deployment of communications solutions. We believe that the inclusion of Virgin Media Business as an approved supplier under various government framework agreements acts as both an enabler of growth of our market share in this sector and an endorsement of our track-record, commitment and capability to offer value to publicly funded organizations.

Wholesale Customers

        Our wholesale services are structured around the network requirements of the different types of service providers. Specialized account and service management teams support carriers, mobile operators, SIs and ISPs. We provide predominantly data connectivity services, both in terms of local access and core networks, including high bandwidth connections between a site and the core network.

Content Segment

        Our Content Segment, managed through Virgin Media TV, provides non-premium television channels to the U.K. multi-channel broadcasting market. As of December 31, 2009, Virgin Media TV offered seven genre-based entertainment channels and six additional time-shifted, or "multiplexed," channels which provide a time-delayed rebroadcast of content on our channels. The Virgin Media channel portfolio includes Virgin1, Living, Bravo, Challenge and Challenge Jackpot.

        Virgin Media also owns a 50% interest in the companies that comprise the UKTV Group, a series of joint ventures with BBC Worldwide. Together, Virgin Media TV and the UKTV Group are the largest supplier of basic pay channels to the U.K. pay television market. UKTV operates ten channels, including G.O.L.D., Yesterday, Eden, Alibi, Blighty, Good Food and Dave, as well as associated multiplexed channels.

        On April 1, 2009, we sold our sit-up reporting unit which operated a portfolio of auction based retail television channels and was formerly included within our Content segment. We formerly participated in a joint venture with Setanta Sports Limited and Setanta Sport Holdings Limited for the production of a 24-hour sports news channel, Setanta Sports News. However, in June 2009, Setanta Sports Limited and Setanta Sport Holdings Limited commenced proceedings for administration and receivership, respectively. As a result, Setanta Sports News ceased to broadcast with immediate effect. Following discussions with the administrator and the receiver, we agreed terms for the dissolution of the joint venture in February 2010.

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        Virgin Media TV generates revenues largely on advertising and subscription revenues from the television programming it supplies to the U.K. multi-channel television market. The Virgin Media TV channels and UKTV channels are available via a number of platforms, including our own analog and digital platforms and a third-party satellite digital platform. The channels generate revenue by the sale of airtime and sponsorship to advertisers and advertising agencies managed through our wholly-owned advertising sales subsidiary, Interactive Digital Sales Limited, or IDS. Most channels also generate distribution revenue based on either the number of customers subscribing to programming packages carried by the relevant platform operators or a fixed monthly fee. Virgin Media TV and UKTV are also represented on Freeview, a U.K. free-to-air digital television service, with the channels Yesterday, Dave and Virgin1 available to Freeview viewers as well as subscribers to all multi-channel platforms.

Our Network

        We deliver high-speed voice and data services over our HFC network using Data Over Cable Service Interface Specification 3.0, or DOCSIS 3.0. Our deep fiber access network enables us to transmit data by means of fiber optic cable from origination points known as "headends" and "hubs" to a group of distribution "nodes." The connection into each home from the fiber access network comprises two components combined into a single drop cable. First, to provide television services and high-speed broadband internet access, we use high capacity, two-way, coaxial cable which has considerable bandwidth and is able to support a full portfolio of linear and on-demand TV services as well as high-speed broadband services. We currently offer download speeds of up to 50 Mbps via coaxial cable, and have trials underway with respect to download speeds of up to 200 Mbps. Second, we use short length twisted copper-pair to connect fixed line telephony services to our fiber access network. Our relatively short twisted copper pairs (typically 500 meters in length) are also capable of supporting the latest Very High Speed Digital Subscriber Line 2, or VDSL2, broadband technologies, enabling speeds of up to 50 Mbps downstream and 10 Mbps upstream. As a result of the extensive use of fiber in our access networks, we are also able to provide high-speed Ethernet services directly to business customers and provide nationwide area networking to these customers via our core networks.

        We believe that our deep fiber access network has enabled us to take a leading position in the roll-out of next generation broadband access technologies in the U.K. In 2009, we completed significant upgrades to our network, including the network-wide roll-out of the latest DOCSIS 3.0 technology, which significantly increased upstream and downstream transmission speeds across our network. We also invested in extending our network and upgrading from analogue to digital in select urban areas where a significant level of traffic is anticipated. In 2009, we upgraded or extended our network to provide "triple play" cable capability to over 100,000 additional homes. As of December 31, 2009, approximately 96% of the homes served by our cable network could receive all our broadband, digital television and fixed line telephone services.

        We also employ a variety of alternative methods to connect our national telecommunications network over the "last mile" to the premises of customers located beyond the reach of our cable network, including by leasing circuits and DSL connections on the local networks of other service providers.

        Our mobile communication services are provided over cellular networks owned by third parties. Our main mobile network provider is T-Mobile. We also use networks owned by other partners to provide some ancillary services. T-Mobile currently operates 2G, 2.5G, 3G and 3.5G networks in the U.K.

Information Technology

        The operation and support of our information technology systems are performed by a mix of outsourced and internally managed services. These systems include billing, enterprise resource planning,

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business intelligence, corporate network, payroll, data center and desktop infrastructure. We are also continuing to decommission or consolidate a number of diverse software applications and hardware platforms in order to reduce our dependency on high cost external support and management services. In 2009, we also completed the in-sourcing of services from one of our outsourced providers, as part of our plan to consolidate systems and partners.

Competition

Consumer Segment

        We face intense competition from a variety of entertainment and communications service providers, which offer comparable broadband internet, television, fixed line telephony and mobile telephony services. In addition, technological advances and product innovations have increased, and will likely continue to increase, the number of alternatives available to our customers from other providers and intensify the competitive environment. See "Risk Factors—We operate in highly competitive markets." However, we believe that we have a competitive advantage in the U.K. residential market due to the superior technical capabilities of our cable network over the network of the incumbent BT, which many of our competitors rely on to provide their services. We also face intense competition in the mobile telephony market, primarily driven by increased pricing pressure from both established and new service providers, evolving customer needs and technological developments.

        We offer most of our products on a stand-alone basis or as part of bundled packages designed to encourage customers to subscribe to multiple services. We offer broadband internet, fixed line telephony and mobile telephony and data services throughout the U.K., and currently offer television services exclusively in areas served by our cable network. Key recent developments among our primary competitors include:

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BT Group plc.  BT offers fixed line telephone, broadband and IP-based television services. In 2009, BT commenced roll-out of fiber-based broadband, with coverage expected to reach up to four million homes by the end of 2010, and in aggregate up to 10 million homes by 2012. While the full implementation of this £1.5 billion program has been made subject to the continued existence of favorable regulatory conditions, it is intended to deliver a range of services using a mixture of fiber-to-the-premise or fiber-to-the-cabinet technology, to approximately 2.5 million homes and 7.5 million homes, respectively. During 2009, BT began offering customers within enabled areas broadband download speeds of up to 20 Mbps via next generation Asymmetric Digital Subscriber line, or ADSL2+, technology. BT also continued to expand its library of on-demand programming through a number of agreements with content partners for its IP pay television service, BT Vision.

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British Sky Broadcasting Group plc.  BSkyB, an established competitor in the pay television market, offers aggressively discounted triple-play bundles of broadband, television and fixed line telephone services. BSkyB currently has a limited "push" VOD service, branded Sky Anytime, pursuant to which content is downloaded to compatible DVRs overnight, but has announced its intention to launch a "pull" VOD service in 2010, which will allow BSkyB to provide a real-time VOD offering. In 2009, BSkyB focused its marketing campaigns heavily on the benefits of HD television and began offering its HD-enabled DVR to subscribers at a substantially reduced cost, or free of charge. In 2010, the BSkyB HD DVR was available free of charge with its basic television package. BSkyB has also announced its intention to launch a three-dimensional, or 3D, television channel in 2010.

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Carphone Warehouse Group plc.  Carphone Warehouse resells mobile phone services (including Virgin Mobile) via its own retail distribution channels and offers fixed line telephone and broadband services under its TalkTalk brand. In July 2009, TalkTalk completed the acquisition of Tiscali's U.K. broadband business, making it the U.K.'s largest residential broadband provider.

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During 2009, Carphone Warehouse continued to pursue an aggressive pricing policy for its TalkTalk fixed telephone line and broadband bundle by standardizing the package and offering "Boost" packages (including higher download speed and additional voice calls), which are each available at a fixed incremental cost per month. In 2009, Carphone Warehouse announced its intention to demerge its TalkTalk operations with effect from March 2010. Following the demerger, the resulting entities, TalkTalk Telecom Group PLC and New Carphone Warehouse PLC (to be renamed Carphone Warehouse Group plc), will compete in the markets for broadband and fixed line telephony, and mobile telephony, respectively.

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Orange.  Orange offers mobile telephony, mobile broadband, fixed line telephony and broadband services. In 2009, Orange launched broadband speeds of up to 20 Mbps for those in an enabled area and began offering a leading, high-end smartphone, currently available on limited networks in the U.K. In August 2009, France Telecom and Deutsche Telekom announced the intention to merge Orange UK and T-Mobile UK as a 50/50 joint venture, subject to applicable regulatory approvals. If completed, the merger would likely result in increased market share and power of the combined entity primarily in the mobile telephony market.

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O2.  O2 offers mobile telephony, mobile broadband and fixed line broadband services. In 2009, O2 focused its mobile offering around smartphones, attractively priced SIM-only tariffs and its customer loyalty program. O2 also continued its aggressive pricing strategy on its home broadband packages and recently announced its intention to enter the fixed line telephony market in March 2010.

Broadband Internet

        Our most significant competitor in the market for broadband internet services is BT, which provides broadband internet access services over its own DSL network both as a retail brand and as a wholesale service. An increasing number of companies, such as BSkyB, Carphone Warehouse (TalkTalk), Orange and O2, are deploying their own network access equipment in BT exchanges via a process known as local loop unbundling, or LLU. LLU allows an ISP to reduce the recurring operating costs incurred through BT Wholesale by reducing the proportion of traffic that must travel directly over BT's network. LLU deployment requires a substantial capital investment to implement, and requires a large customer base to deliver a return on investment. Competitors may use new alternative access technology such as ADSL2+, which provides subscribers with significantly faster download speeds when compared to traditional ADSL connections.

        In addition to the increasing competition and pricing pressure in the broadband market arising from LLU, mobile broadband and technological developments, such as long term evolution, or LTE, and 3G mobile technology, other wireless technologies, such as Wi-Fi and Wi-Max, may subject us to increased competition over time in the provision of broadband services.

Cable Television

        Our digital television services compete primarily with those of BSkyB. BSkyB is the only pay satellite television platform in the U.K. and has a high market share of the U.K. pay television market. BSkyB owns the U.K. rights to both standard definition and HD versions of various sports and movie programming content, which it has used to create some of the most popular premium pay television channels in the U.K. BSkyB is therefore both our principal competitor in the pay television market, and an important supplier of premium television content to us.

        Residential customers may also receive digital terrestrial television, or DTT. Digital signals are delivered to customer homes through a conventional television aerial and a separately purchased set-top box or an integrated digital television set. The free-to-air DTT service in the U.K. is branded Freeview. This service is provided by a consortium of operators, including the BBC, and offers

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customers a limited range of television channels, which include traditional analog channels as well as BBC HD and ITV1 HD. Customers do not pay a monthly subscription fee for basic Freeview service but must acquire a Freeview enabled set-top box or a television with a digital tuner. Freeview also offers a range of DVRs under the brand "Freeview+". Residential customers may also supplement Freeview DTT offerings by subscribing to additional content through Top Up TV. Top Up TV is a pay television service offering selected programs, which are typically downloaded to the set-top box overnight, for a fixed fee to subscribers who receive Freeview and have purchased a Top Up TV DVR.

        There is also a growing demand for full-length video content via broadband connections to the personal computer. Content owners, online aggregators and television channel owners are increasingly using broadband as a new digital distribution channel direct to consumers. In 2008, the BBC launched an initiative know as Project Canvas, to develop technical standards to enable content typically accessed via a computer on the internet to be delivered directly to the television. Project Canvas is intended to provide an open platform, allowing any broadcaster to make its content available via Project Canvas enabled set-top boxes. Participants in the Project Canvas joint venture include ITV, C4, Five, BT and Talk Talk. If Project Canvas is implemented in its current proposed form, in which adoption of a prescribed interface is a condition for competing platforms to use the "Canvas" brand, the availability of a standardized broadband-enabled television platform may result in increased competition for pay television broadcasters. In December 2009, the BBC Trust published a consultation on its provisional decision to approve BBC's participation in the project. We have responded to this consultation and are proactively engaged with the BBC Trust and key policy makers to ensure that Canvas does not distort effective competition.

        BBC and ITV also offer a free-to-air digital satellite alternative to Freeview DTT service, known as Freesat. Freesat offers approximately 85 subscription-free channels, including select high definition channels such as BBC HD and ITV HD. Freesat channels are delivered to the home through a separately purchased satellite receiver. Freesat also offers a range of DVRs under the brand "Freesat+".

        Residential customers may also access digital television content by means of internet protocol television, or IPTV. BT Vision, a combined DTT and VOD service offered by BT over a DSL broadband connection, is available throughout the U.K. BSkyB also offers a VOD service over a broadband connection, Sky Player TV, which provides live streamed TV and VOD on a subscription basis.

        The U.K. government has stated that it will terminate ATV transmission by 2012. Consumers wishing to receive television services will have to convert to DTV, currently available via cable, digital satellite, DTT or DSL. However, when ATV transmission is terminated, the DTT signal and network may be strengthened. This will enable DTT to be made available to additional customers' homes that cannot currently receive a signal. It may also provide additional capacity to allow the Freeview channel line-up to be expanded to include new channels.

        The communications industry is constantly evolving and there are a number of new and emerging technologies which can be used to provide video services that are likely to compete with our DTV and VOD services. These include DSL services mentioned above and next generation LTE services. We expect continued advances in communications technology and in content, such as 3D TV. As a result of changes in technologies, consumer behavior, and in the regulatory and competitive environments, it is difficult to predict how our operations and businesses may be affected in the future.

Fixed Line Telephony

        We compete primarily with BT in providing telephone services to residential customers in the U.K. BT occupies an established market position as the incumbent. We also compete with other telecommunications companies that provide telephone services directly, through LLU, or indirectly,

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including Carphone Warehouse (TalkTalk), BSkyB, and mobile telephone operators such as O2, Orange, T-Mobile, Vodafone and 3 UK.

        We also compete with mobile telephone networks that offer consumers an alternative to fixed line telephone services. Mobile telephone services also contribute to the competitive price pressure in fixed line telephone services.

        In addition, we face competition from companies offering VoIP services using the customer's existing broadband connection. These include services offered by independent providers, such as Vonage and Skype, as well as those affiliated with established competitors such as BT and Orange. These services generally offer free calls between users of the same service, but charge for calls made to fixed line or mobile numbers either on a flat monthly rate for unlimited calls (typically restricted to geographic areas) or based on usage.

Mobile Telephony

        In the mobile telephony market, we face direct competition from mobile network operators, or MNOs, such as O2, Orange, T-Mobile, Vodafone and 3 UK, and other mobile virtual network operators, such as Tesco Mobile, Lebera, Carphone Warehouse and ASDA. We also compete with fixed line telephone operators and VoIP providers.

Business Segment

        The U.K. business telecommunications market is characterized by strong competition and ongoing consolidation. Competition in the U.K. business telecommunications market continues to be value driven, the key components of which are quality, reliability and price.

        Virgin Media Business competes primarily with traditional network operators, such as BT and C&W. BT represents the main competitive threat nationally due to its network reach and product portfolio. We also compete with regional providers, such as COLT Telecom Group plc, or COLT Telecom, which have a strong network presence within limited geographic areas. Recently, we have faced increasing competition from the launch of services by MNOs targeting small business customers.

        Within retail markets, traditional competitors are becoming increasingly focused, with organizations such as C&W targeting larger national and multi-national corporations. We continue to focus on small, medium and large nationally oriented businesses and public sector organizations. SIs, such as Affiniti, a trading name of Kingston Communications (Hull) Plc, are also becoming an increasing competitive threat, as large organizations continue to focus on IT integration, management and outsourcing.

Content Segment

        Virgin Media TV's television programming competes with other broadcasters and its advertising revenues are dependent on market share. Our most significant competitor in the content market is BSkyB. Virgin Media TV competes for program rights with broadcasters transmitting similar channels. As a result of this and competition for a limited number of well-known program rights, the price of these program rights is increasing and could increase further, thereby limiting Virgin Media TV's ability to purchase that programming for transmission on its channels or adversely affecting the profitability of its channels. UKTV, Virgin Media's joint ventures with the BBC, could be affected by similar factors, although this is less likely due to a 'first look' program agreement with the BBC.

        Virgin Media TV's advertising sales department, IDS, competes with the sales departments of BSkyB, ITV, Channel 4 and Five. Consolidation in the advertising sales market could have an adverse effect on IDS's ability to sell advertising at attractive rates.

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Regulatory Matters

Overview

Legislative Framework

        Our business activities are subject to the laws and regulations of the European Union and the U.K. The descriptions which follow are summaries and should be read in conjunction with the texts of the relevant directives, statutes and regulations.

        The primary legislation relating to our sector is the U.K. Communications Act 2003, or the Communications Act. The Communications Act regulates all forms of communications technology, whether used for telecommunications or broadcasting, and implements a series of relevant European Union, or EU, directives, as set out below:

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Directive 2002/21 on a common regulatory framework for electronic communications networks and services;

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Directive 2002/20 on the authorization of electronic communications networks and services;

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Directive 2002/19 on access to and interconnection of electronic communications networks and associated facilities; and

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Directive 2002/22 on universal service and users rights relating to electronic communications networks and services.

        These directives are supplemented by EU Directive 2002/58, concerning the processing of personal data and the protection of privacy in the electronic communications sector, which was implemented in the U.K. by the Privacy and Electronic Communications Regulations 2003. Collectively, the preceding five EU directives are referred to as the European Framework.

        In December 2009, the European Parliament amended the European Framework to provide for enhanced consumer and business protection measures and adopted a new directive establishing an EU-wide communications regulatory body. These reforms are required to be transposed into law in the U.K. by June 2011.

        We are also subject to regulation under the U.K. Broadcasting Acts 1990 and 1996 and other U.K. statutes and subordinate legislation, including the Competition Act and the Enterprise Act.

U.K. Regulatory Authorities

        The U.K. Office of Communications, or Ofcom, is the key regulatory authority for the communications sector in which we operate. Additionally, the U.K. Office of Fair Trading has concurrent jurisdiction with respect to competition matters relating to electronic communications. Ofcom is responsible for furthering the interests of consumers by promoting competition. In particular, Ofcom is responsible for regulating the behavior of providers of electronic communications networks or services that have significant market power, or SMP, in identified markets, which may have a harmful influence on competition and consumers. A provider is deemed to have SMP if it has a position of economic strength affording it the power to act independently of competitors and customers within a given market.

Development of the U.K. Digital Economy

        In June 2009, the U.K. government published a report setting out its strategy for the further development of the digital and communication sectors in the U.K., know as the Digital Britain Report. The Digital Britain Report outlines proposals, addressed to both regulators, such as Ofcom, and

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industry, to support and develop the U.K. digital economy. Key proposals in the area of telecommunications include:

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a three year plan to boost digital participation;

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universal access to broadband connections of 2 Mbps by 2012;

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the creation of a fund, via taxation, to deliver next generation broadband;

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liberalization of spectrum to further the deployment of long term evolution, or LTE, services; and

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legal and regulatory proposals to curb digital piracy.

        In November 2009, the U.K. government published the Digital Economy Bill, which is intended to give effect to the majority of the proposals in the Digital Britain Report requiring primary legislation. The Digital Economy Bill covers a number of the recommendations under the Digital Britain Report, including measures to address illicit file sharing, and new duties of Ofcom to promote investment in networks and public service content, and to expand its reporting duties. We intend to engage closely with the relevant authorities on the design and implementation of these measures, in particular with respect to the universal access and next generation proposals and initiatives to combat illicit file sharing.

        As part of the Digital Britain program, the U.K. government is also undertaking a number of consultations on detailed issues, including with respect to new approaches to the use and allocation of wireless radio spectrum and the next generation broadband fund. We are actively engaged in the consultation processes related to our business activities. For example, in response to the consultation on spectrum modernization, we have engaged with relevant U.K. governmental authorities and industry stakeholders active in the U.K. and the EU to promote our position that future uses of spectrum should not be implemented in a manner which has a significant adverse impact on the existing activities or equipment currently operating in those frequencies, including the customer premise equipment of our customers and those of other communications service providers.

Regulation of Television Services

        We are required to hold individual licenses under the Broadcasting Acts 1990 and 1996 for any television channels which we own or operate and for the provision of certain other services on our cable TV platform, such as electronic program guides. These television licensable content service, or TLCS, licenses are granted and administered by Ofcom. Under the licenses, each covered service must comply with a number of Ofcom codes, including the Broadcasting Code, and with all directions issued by Ofcom. Breach of any of the terms of a TLCS license may result in the imposition of fines on the license holder and, ultimately, to the license being revoked.

        In March 2007, following receipt of a request from us, in conjunction with other affected operators, Ofcom initiated an investigation into the U.K. pay television market. Our joint submission outlined certain features of the U.K. pay TV market which, we believe, distort effective competition within this market and, in particular, favor the pay TV provider BSkyB. Ofcom has since solicited responses to several consultations on this market. In its latest consultation on the pay TV market, issued in June 2009, Ofcom found that BSkyB has SMP in the wholesale supply of certain premium sports and premium movie channels and further identified incentives for BSkyB to restrict supply of these channels to other pay TV providers. In this consultation, Ofcom set out specific details of its proposed wholesale must-offer remedy including indicative wholesale premium prices. In conjunction with the pay TV investigation, Ofcom is also considering a proposal by BSkyB to replace its three free-to-air channels on Freeview with a bundled retail offering of five pay TV services, referred to as Picnic, which would include certain premium sports and premium movie channels, as the competition concerns

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and remedies proposed by Ofcom in the pay TV investigation are of direct relevance to its assessment of Picnic. We submitted a response to the third consultation in September 2009 and expect Ofcom to issue its final statement on the pay TV market in early 2010. If implemented in its proposed form, such a remedy could reduce the wholesale prices we are charged for premium TV content and improve the availability of BSkyB HD premium content, which would enable us to offer more competitive and innovative consumer offerings.

        Ofcom also initiated a review in 2006 of the terms under which operators of DTV platforms in the U.K., such as us, allow access to their platforms for third-party television channels and content providers. However, this review has not progressed beyond its initial stages and is not likely to do so until Ofcom has concluded its investigation into pay TV. We are therefore unable to assess the likely outcome of this review and resulting impact on our activities in this sector at this time.

Regulation of Telecommunications Services

        In order to operate in the telecommunications sector, a provider must comply with general conditions imposed by Ofcom. These general conditions cover a broad range of issues, including interconnection standards, number portability, deployment of telephone numbers, access to emergency services, and sales and marketing standards. Any breach of these general conditions could lead to the imposition of fines by Ofcom and, ultimately, to the suspension or revocation of a company's right to provide electronic communications networks and services. Ofcom also undertakes periodic reviews of the various economic markets within the telecommunications sector to establish whether any provider has SMP warranting the imposition of remedies.

Fixed Line Telephony Services

        As a fixed network operator we, like all other fixed network operators, including the incumbent, BT, are deemed to have SMP in wholesale call termination on our own network, and are therefore subject to SMP conditions in this market. However, these conditions do not have a significant impact on our ability to compete in the wholesale market. Recent changes in market conditions at the retail level led to a finding in September 2009 by Ofcom that BT no longer had SMP in retail telephony and the consequent removal of all relevant SMP conditions. This removal of SMP conditions may result in increased competition for us in the markets for retail fixed line telephony.

Mobile Telephony Services

        As a MVNO, we are also subject to specific EU regulation relating to retail prices for roaming services. In June 2007, European Commission Regulation 717/2007, or the Roaming Regulation, introduced limits on certain wholesale and retails tariffs for international mobile voice roaming within the EU and required greater levels of transparency of retail pricing information. As of July 2009, certain amendments to the Roaming Regulation took effect, which expanded the scope to include SMS tariffs and data roaming, further reduced the maximum roaming rates within the EU and required operators to introduce measures aimed at preventing consumer bill shock relating to data roaming charges. Measures to prevent bill shock must be in place by March 2010. The Roaming Regulation, which will expire in 2012, is subject to review in 2011.

        Mobile termination charges of MNOs are regulated by Ofcom under SMP conditions imposed in respect of the mobile call termination market. One of these SMP conditions requires the MNOs to comply with a price control which requires them to reduce their mobile termination charges over time. Under our MVNO agreement with T-Mobile, these changes in mobile termination charges are passed on to Virgin Mobile.

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Corporate Responsibility

        We are committed to demonstrating corporate responsibility, or CR, across all of our business activities. We have implemented a CR governance structure to deliver more effective scrutiny and management of the issues most likely to impact our reputation as a responsible business. Our CR Committee, chaired by our chief executive officer and comprised of members of our senior management, convenes quarterly and advises on the most effective means of managing the CR risk and opportunity that emerge from this process.

        During the course of 2009, we focused on identifying those issues that have the most impact on our ability to demonstrate CR. Our key priority is to ensure that our customers can safely and confidently enjoy the benefits of our digital product which we refer to as the provision of "digital confidence." Other priorities include managing our environmental impact, particularly our carbon emissions; ensuring that we deal with suppliers that share our commitment to sustainability; and developing the quality of our workplace through focusing on issues such as diversity and wellness.

Seasonality

        Some revenue streams are subject to seasonal factors. For example, fixed line telephone usage revenue by customers and businesses tends to be slightly lower during summer holiday months, mobile customer acquisition and retention costs generally increase in the fourth quarter of each year due to the important Christmas period and mobile average revenue per unit, or ARPU, generally decreases in the first quarter of each year due to the fewer number of days in February and lower usage after the Christmas period. Our consumer cable churn rates include persons who disconnect their service because of moves, resulting in a seasonal increase in our churn rates during the summer months when higher levels of U.K. house moves have traditionally occurred and students leave their accommodation between school years. In addition, our Content segment has a seasonally higher programming spend in the fourth quarter.

Research and Development

        Our research and development activities involve the analysis of technological developments affecting our cable television, telephone and telecommunications business, the evaluation of existing services and sales and marketing techniques and the development of new services and techniques.

Patents, Trademarks, Copyrights and Licenses

        We do not have any material patents or copyrights nor do we believe that patents play a material role in our business. We own or have the right to use registered trademarks, which in some cases are, and in others may be, of material importance to our business, including the exclusive right to use the "Virgin" name and logo under licenses from Virgin Enterprises Limited in connection with our corporate activities, the activities of our consumer and business operations, and a large part of our content operations. These licenses, which expire in April 2036, are exclusive to us within the U.K. and Ireland, and are subject to renewal on terms to be agreed. They entitle us to use the "Virgin" name for the television, broadband internet, fixed line telephone and mobile phone services we provide to our consumer and business customers, and in connection with the acquisition and branding of sports, movies and other premium television content and the sale of certain communications equipment, such as set top boxes and cable modems. For our content operations, we are entitled to use the "Virgin Media Television" name for the creation, distribution and management of our wholly owned television channels, and to use the "Virgin" name for our television channel, Virgin1. For our business division, we are licensed to use the name "Virgin Media Business" for the provision of business communications services.

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        Our license agreements provide for an annual royalty of 0.25% of certain consumer, business and content revenues, subject to a minimum annual royalty of £8.7 million in relation to our consumer and content operations, excluding Virgin1, and £1.5 million in relation to our business operations. With respect to Virgin1, we pay an annual royalty of 0.5% of revenues received by that channel, subject to a minimum of £100,000. As part of the agreement, we have the right to adopt, and have adopted, a company name for our parent, Virgin Media Inc., over which, together with the name "Virgin Media", we retain worldwide exclusivity. We also have the right to use the "Virgin Media Entertainment" name for our premium TV distribution operations in Luxembourg.

Employees

        At December 31, 2009, we had 12,107 employees, of whom 10,939 were full-time and 1,168 were part-time employees. We also had 1,355 temporary employees. Approximately 12% of our employees are covered by agreements with the Communication Workers Union, or CWU, and the Broadcasting, Entertainment, Cinematograph and Theatre Union, or BECTU. These agreements are terminable by either the relevant union or us with three months' written notice. Except for these arrangements, no other employees are covered by collective bargaining or recognition agreements. We believe we have good relationships with our employees, CWU and BECTU.

ITEM 1A.    RISK FACTORS

Our business, financial condition or results of operations could be materially adversely affected by any of the risks and uncertainties described below. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business.

Risks Relating to Our Business and Industry

We operate in highly competitive markets.

        The markets for broadband internet, television, telephony and business services in which we operate are highly competitive. We face significant competition from established and new competitors in each of these markets, and believe that competition will intensify as technology evolves. For example, distribution of entertainment and other information over the internet, as well as through mobile phones and other devices, continues to increase in popularity. These technological developments are increasing the number of media choices available to subscribers. In addition, continued consolidation within the media industry may permit more competitors to offer "triple-play" bundles of digital television, fixed line telephone and broadband services, or "quad-play" bundles including mobile telephone services. Many of our competitors are part of multi-national groups, and some may have substantially greater financial resources and benefit from greater economies of scale than we do.

        In order to compete effectively, we may be required to reduce the prices we charge for our services or increase the value of our services without being able to recoup associated costs. In addition, some of our competitors offer services that we are unable to offer. Any increase in competitive pressures in our markets may lead to a decrease in our average revenue per user, increased costs, increased customer churn or a reduction in the rate of customer acquisition, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

The sectors in which we compete are subject to rapid and significant changes in technology, and the effect of technological changes on our businesses cannot be predicted.

        The broadband internet, television, telephony and business services sectors are characterized by rapid and significant changes in technology. Advances in current technologies, such as VoIP (over fixed and mobile technologies), 3D TV, mobile instant messaging, wireless fidelity, or WiFi, the extension of local WiFi networks across greater distances, or WiMax, LTE, internet protocol television, or the

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emergence of new technologies, may result in our core offerings becoming less competitive or render our existing products and services obsolete. We may not be able to develop new products and services at the same rate as our competitors or keep up with trends in the technology market as well as our competitors. The cost of implementing emerging and new technologies could be significant, and our ability to fund that implementation may depend on our ability to obtain additional financing. Similarly, the deployment of new technologies in the spectrum frequencies in which we operate could have an impact on the existing services offered by us, with a consequential impact on our businesses.

If we do not maintain and upgrade our networks in a cost-effective and timely manner, we could lose customers.

        Maintaining an uninterrupted and high-quality service over our network infrastructure is critical to our ability to attract and retain customers. Providing a competitive service level will depend in part on our ability to maintain and upgrade our networks in a cost-effective and timely manner. The maintenance and upgrade of our networks will depend upon, among other things, our ability to:

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modify network infrastructure for new products and services, including faster broadband speeds;

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install and maintain cable and equipment; and

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finance maintenance and upgrades.

        Our covenants in our senior credit facility effectively restrict our use of cash. If these covenants affect our ability to replace network assets at the end of their useful lives or if there is any reduction in our ability to perform necessary maintenance on network assets, our networks may have an increased failure rate, which is likely to lead to increased customer churn.

A failure in our network and information systems could significantly disrupt our operations, and a disruption or failure of such networks or systems may disrupt our business.

        Certain network and information systems are critical to our business activities. Network and information systems-related events, such as theft, computer hackings, computer viruses, worms or other destructive or disruptive software, or other malicious activities, or power outages, gas build-up, fire, natural disasters, terrorist attacks, war or other similar events, could result in a degradation or disruption of our cable and non-cable services, excessive call volume to call centers or damage to our equipment and data. We do not have a company-wide disaster recovery plan, however, we continue to develop plans for key areas of risk in the business. For example, in 2009 we developed a business-wide continuity plan to manage significant disruptions to our business due to the threat of pandemic influenza.

        Sustained or repeated system failures that interrupt our ability to provide services to our customers, prevent us from billing and collecting revenue due to us, or that otherwise prevent us from meeting our obligations to our customers in a timely manner, would adversely affect our reputation and result in a loss of customers and revenue. These network and information systems-related events could also result in significant expenditures to repair or replace the damaged networks or information systems or to protect them from similar events in the future. Further, any security breaches, such as misappropriation, misuse, penetration by viruses, worms or other destructive or disruptive software, leakage, falsification or accidental release or loss of information maintained in our information technology systems (or those of our business partners) and networks, including customer, personnel and vendor data, could damage our reputation, result in legal and/or regulatory action against us, and require us to expend significant capital and other resources to remedy any such security breach. The occurrence of any such network or information system-related events or security breaches could have a material adverse effect on our business and results of operations.

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Unauthorized access to our network could result in a loss of revenue.

        We rely on the integrity of our technology to ensure that our services are provided only to identifiable paying customers. In 2009, we upgraded the conditional access system which we use to encrypt pay television and broadband services transmitted to our customers. However, increasingly sophisticated means of illicit piracy of television and broadband services are continually being developed, including in response to evolving technologies. Billing and revenue generation for our pay television and broadband services rely on the proper functioning of our encryption systems. While we continue to invest in measures to manage unauthorized access to our networks, any such unauthorized access would result in a loss of revenue, and any failure to respond to security breaches could raise concerns under our agreements with content providers.

We rely on third-party suppliers and contractors to provide necessary hardware, software or operational support.

        We rely on third-party vendors to supply us with a significant amount of customer equipment, hardware, software and operational support necessary to operate our network and systems and provide our services. In many cases, we have made substantial investments in the equipment or software of a particular supplier, making it difficult for us in the short term to change supply and maintenance relationships in the event that our initial supplier is unwilling or unable to offer us competitive prices or to provide the equipment, software or support that we require. We are also exposed to risks associated with the potential financial instability of our suppliers, some of whom have been adversely affected by the global economic downturn. If our suppliers were to discontinue certain products, were unable to provide equipment to meet our specifications, seek to charge us prices that are not competitive or interrupt the provision of equipment or services to us, whether as a result of bankruptcy or otherwise, our business and profitability could be materially adversely affected.

        We also rely upon a number of third-party contractors to construct and maintain our network and to install our equipment in customers' homes. Quality issues or installation or service delays relating to these contractors could result in liability, reputational harm or contribute to customer dissatisfaction, which could result in additional churn or discourage potential new customers.

We are licensed to use the "Virgin" name and logo but do not own it.

        We use the "Virgin" name and logo in connection with our corporate activities and the activities of our consumer, business and a large part of our content operations under a 30-year license agreement with Virgin Enterprises Limited. The use of the Virgin name and brand carries various risks, including the following:

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we are substantially reliant on the general goodwill of consumers towards the Virgin brand. Consequently, adverse publicity in relation to the Virgin Group or its principals, particularly Sir Richard Branson, who is closely associated with the brand, or in relation to another Virgin name licensee, could have a material adverse effect on our business;

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the license agreement expires in April 2036 (subject to renewal on terms to be agreed) and we are obligated to pay a termination payment if the license is terminated early under certain circumstances; and

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we are required to meet certain customer service level requirements.

        The service level requirements are grouped into three key categories: (i) Base Service Levels which, in addition to ensuring that employees are fully-trained, competent, courteous and respectful, set basic standards against which to measure complaint handling, complaint levels and call center performance; (ii) Technical Service Levels which measure certain technical requirements that affect our customers' experience, such as service availability and service response times; and (iii) Aspirational

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Service Levels, which are levels of service that we and Virgin Group wish to achieve over time, to create new service measures and increase the demands on certain existing measures, covering a range of matters including customer satisfaction, customer advocacy, complaint levels, call center performance and staff satisfaction.

        A failure to meet our obligations under the license agreement could lead to a termination of the license. If we lose the right to use the Virgin brand, we would need to rebrand the affected areas of our business, which could result in increased expenditures and increased customer churn.

Our operating performance will depend, in part, on our ability to control customer churn.

        Customer churn is a measure of customers who stop using our services and controlling churn is a key element of our operational performance. Our customer churn may increase as a result of:

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customers moving to areas where we cannot offer our digital television, or DTV, services;

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the availability of competing services, some of which may, from time to time, be less expensive or technologically superior to those offered by us or offer content that we do not offer;

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interruptions to the delivery of services to customers over our network and poor fault management;

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a general reduction in the quality of our customer service; or

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a general deterioration in economic conditions that could lead to customers being unable or unwilling to pay for our services.

        An increase in customer churn can lead to slower customer growth and a reduction in revenue.

Our inability to obtain popular programming, or to obtain it at a reasonable cost, could potentially have a material adverse affect on the number of customers or reduce margins.

        For the provision of television programs and channels distributed via our cable network, we enter into agreements with program providers, such as public and commercial broadcasters, or providers of pay or on-demand television. We have historically obtained a significant amount of our premium programming and some of our basic programming and pay-per-view sporting events from BSkyB, one of our main competitors in the television services business. BSkyB is a leading supplier of programming to pay television platforms in the U.K. and is the exclusive supplier of some programming, including its Sky Sports channels and Sky Movie channels, which are the most popular premium subscription sports and film channels, respectively, available in the U.K. We buy BSkyB wholesale premium content on the basis of BSkyB's rate card terms and pricing, which can be changed on 45 days' notice by BSkyB, and not under a long term supply contract.

        In addition to providing programming to us, BSkyB competes with us by offering its programming directly to its digital satellite customers. As a result of BSkyB's ownership of this content, it is able to charge us a price for its content that makes it challenging for us to compete with BSkyB's own retail pricing and still maintain a profit margin on the sale of that premium programming. BSkyB also offers content, such as HD, some sports programming and interactive content, exclusively to its digital satellite customers and not to us. Ofcom has been conducting an investigation into the U.K. pay TV market and is expected to issue its final statement in early 2010. Ofcom's proposed remedy, if implemented, could reduce the wholesale prices we are charged for BSkyB premium TV content and improve the availability of BSkyB HD premium content, which would enable us to offer more competitive and innovative consumer offerings. See "Our Business—Regulatory Matters—Regulation of Television Services."

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        In addition to BSkyB, our significant programming suppliers include the BBC, ITV, Channel 4, UKTV, Five, Viacom Inc., ESPN, Discovery Communications Inc. and Turner, a division of Time Warner Inc. Our dependence on these suppliers for television programming could have a material adverse effect on our ability to provide attractive programming at a reasonable cost. In addition, the loss of programs could negatively affect the quality and variety of the programming delivered to our customers, which could have a material adverse effect on our business and increase customer churn.

We may be adversely affected by a general deterioration in economic conditions.

        Our ability to grow or maintain our business may be adversely affected by weakening global or domestic economic conditions, wavering consumer confidence, unemployment, tight credit and insurance markets, declines in global and domestic stock markets and other factors adversely affecting the global and domestic economy. In particular, the risks associated with certain segments of our business become more acute in periods of a slowing economy or recession. In our Content segment, a slowing economy has been accompanied by a decrease in advertising on our channels. Generally, expenditures by advertisers are sensitive to economic conditions and tend to decline in recessionary periods and other periods of uncertainty. In addition, unfavorable events in the economy, including a deterioration in the credit and equity markets, could significantly affect consumer and business demand for our products, as consumers may delay purchasing decisions or reduce or reallocate their discretionary funds. Our mobile services may be similarly affected by an economic slowdown as customers reduce their expenditures on mobile phones and usage. We are also exposed to risks associated with the potential financial instability of our customers, suppliers, distributors and other third parties, many of whom may be adversely affected by the general economic downturn. Suppliers may also be more cautious in supplying goods to us and may request additional credit enhancements or more restrictive payment terms. While the impact of an economic slowdown on our business is difficult to predict, it could result in a decline in revenue and a decrease in our cash flows.

We may be unable to implement our operational restructuring plan successfully and realize the anticipated benefits, and this could negatively affect our financial performance.

        During the fourth quarter of 2008, we commenced the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating inefficiencies in order to create a fully-integrated, customer-focused organization. The restructuring process could cause an interruption, or loss, of momentum in the activities of one or more of our businesses and the loss of key personnel. The diversion of management's attention and any delays or difficulties incurred in connection with the restructuring activity could result in the disruption of our ongoing businesses or inconsistencies in our standards, controls, product offerings, level of customer service, procedures and policies that could negatively affect our ability to maintain relationships with customers, suppliers, employees and others with whom we have business dealings. The implementation of the plan will involve the incurrence of substantial operating and capital expenditures to achieve long term savings, including employee termination costs, lease and contract exit costs, purchases of fixed assets and other related expenses. Additional unanticipated costs may also be incurred. Although we expect that the elimination of costs, as well as the realization of efficiencies and other benefits related to the implementation of the plan, will offset the restructuring-related costs over time, this net benefit expected may not be achieved in the near term, or at all.

We are subject to currency and interest rate risks.

        We are subject to currency exchange rate risks because substantially all of our revenues and operating expenses are paid in U.K. pounds sterling, but we pay interest and principal obligations with respect to a portion of our indebtedness in U.S. dollars and euros. To the extent that the pound sterling declines in value against the U.S. dollar and the euro, the effective cost of servicing our U.S.

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dollar and euro-denominated debt will be higher. Changes in the exchange rate result in foreign currency gains or losses.

        We are also subject to interest rate risks. Before taking into account the impact of current hedging arrangements, as of December 31, 2009, we would have had interest determined on a variable basis on £3,112.8 million, or 52.1%, of our long term debt. An increase in interest rates of 0.25% would increase unhedged gross interest expense by approximately £7.8 million per year.

        To manage these currency exchange and interest rate risks, we have entered into a number of derivative instruments, including interest rate swaps, cross-currency swaps and foreign currency forward rate contracts. Some of these hedges do not qualify as hedges under U.S. GAAP. After giving effect to these hedges, an increase in interest rates of 0.25% would increase our gross interest expense by approximately £0.3 million per year.

        We also incur costs in U.S. dollars, euros and South African rand, in the ordinary course of our business, such as TV programming, customer premise equipment and network maintenance services. Any deterioration in the value of the pound relative to the U.S. dollar, euro or the rand increases the effective cost of purchases made in these currencies as most of these exposures are not hedged.

We rely on third parties to distribute our mobile telephony products and procure customers for our services.

        Our ability to distribute our mobile telephony products and services depends, to a large extent, on securing and maintaining agreements with a number of third party distributors and increasing our retail presence. These distributors also procure customers for our competitors and, in some cases, for themselves. For example, one of our third-party distributors also sells its own broadband and telephone services. Additionally, certain distributors may also receive incentives to encourage potential customers to subscribe to our competitors' services rather than our own. Our agreements with third-party distributors generally allow for termination of the relationship by either party, with 30 days prior notice. We are also exposed to risks associated with the potential financial instability of third-party distributors, some of whom may be adversely affected by the general economic downturn. While we are currently expanding our portfolio of Virgin Media branded retail outlets, our stores may not perform successfully. Accordingly, if any of our distribution partners were to reduce or cease their operations, due to financial difficulties or otherwise, or if we fail to maintain our key distribution relationships, our revenue may decline.

We are subject to significant regulation; changes in U.K. and EU laws, regulations or governmental policy affecting the conduct of our business may have an adverse impact on our ability to set prices, enter new markets or control our costs.

        Our principal business activities are regulated and supervised by Ofcom and the U.K. Office of Fair Trading, among other regulators. Regulatory change is an ongoing process in the communications sector at both the U.K. and the EU level. Changes in laws, regulations or governmental policy affecting our activities and those of our competitors could significantly influence how we operate our business and introduce new products and services. For example, regulatory changes relating to our activities and those of our competitors, such as changes relating to third party access to cable networks, the costs of interconnection with other networks or the prices of competing products and services, or any change in policy allowing more favorable conditions for other operators, could adversely affect our ability to set prices, enter new markets or control our costs. Our ability to introduce new products and services may also be affected if we cannot predict how existing or future laws, regulations or policies would apply to such products or services. In addition, our business and the industry in which we operate are subject to investigation by regulators, which could lead to enforcement actions, fines and penalties or the assertion of private litigation claims and damages. Any such action could harm our reputation and result in increased costs to the business.

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There is no assurance that new products we may introduce will achieve full functionality or market acceptance.

        Our strategy requires that we roll-out new products and services, such as our introduction of broadband download speeds of up to 50 Mbps across our network in 2009 and up to 100 Mbps in 2010 and 2011, our current trials of broadband download speeds of up to 200 Mbps and upstream speeds of up to 10 Mbps in limited geographic areas and our development of a next generation set-top box and related services with Tivo. We are also increasing the availability of content available via our mobile telephony platform. There is no assurance that any new product or service that we may develop will perform as expected or gain market acceptance, which could have a negative impact on our results of operations.

We are subject to tax in more than one tax jurisdiction and our structure poses various tax risks.

        We are subject to taxation in multiple jurisdictions, in particular, the U.S. and the U.K. Our effective tax rate and tax liability will be affected by a number of factors in addition to our operating results, including the amount of taxable income in particular jurisdictions, the tax rates in those jurisdictions, tax treaties between jurisdictions, the manner in which and extent to which we transfer funds to and repatriate funds from our subsidiaries, accounting standards and changes in accounting standards, and future changes in the law. As we operate in more than one tax jurisdiction and may therefore incur losses in one jurisdiction that cannot be offset against income earned in a different jurisdiction, we may pay income taxes in one jurisdiction for a particular period even though on an overall basis we incur a net loss for that period.

        We have a U.S. holding company structure in which substantially all of our operations are conducted in U.K. subsidiaries that are owned by one or more members of a U.S. holding company group. As a result, although we do not expect to have current U.K. tax liabilities on our operating earnings for at least the medium term, our operations may give rise to U.S. tax on "Subpart F" income generated by our U.K. subsidiaries, or on repatriations of cash from our U.K. operating subsidiaries to the U.S. holding company group. While we believe that we have substantial U.S. tax basis in some of our U.K. subsidiaries which may be available to avoid or reduce U.S. tax on repatriation of cash from our U.K. subsidiaries, there can be no assurance that the Internal Revenue Service, or IRS, will not seek to challenge the amount of that tax basis or that we will be able to utilize such basis under applicable tax law. As a result, although in accordance with applicable law we will seek to minimize our U.S. tax liability as well as our overall worldwide tax liability, we may incur U.S. tax liabilities with respect to repatriation of cash from our U.K. subsidiaries to the United States. The amount of the tax liability, if any, would depend upon a multitude of factors, including the amount of cash actually repatriated.

        We also pay value added tax, or VAT, on our revenue generating activities in the U.K. From time to time, the U.K. tax authorities review the basis upon which we assess our VAT liability with respect to our activities. We are currently engaged in a dispute with the tax authorities over two of these reviews. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations—Consolidated Results of Operations for the Years Ended December 31, 2009 and 2008—Contingent Losses."

Acquisitions and other strategic transactions present many risks, and we may not realize the financial and strategic goals that were contemplated at the time of any transaction.

        From time to time we have made acquisitions, dispositions and have entered into other strategic transactions. In connection with such transactions, we may incur unanticipated expenses, fail to realize anticipated benefits, have difficulty integrating the acquired businesses, disrupt relationships with

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current and new employees, customers and suppliers, incur significant indebtedness, or have to delay or not proceed with announced transactions. These factors could harm our business and our reputation.

Revenue from our Content segment is highly dependent on subscriber fees and the television advertising market.

        Our Content segment owns pay channels through Virgin Media TV and our joint ventures with the BBC and derives its revenue primarily from subscriber fees and advertising revenue. BSkyB, our main competitor, is our largest customer for our programming. As we are dependent upon carriage of our programming in order to attract advertising revenue, BSkyB has considerable power to dictate the fees that we charge for our programs. In addition, the TV advertising market has faced steady declines over the last few years, especially during the economic downturn. A failure to generate sufficient subscriber fees or advertising revenue would have a negative effect on our Content segment revenue and cash flow.

Virgin Mobile relies on T-Mobile's network to carry its communications traffic.

        Virgin Mobile relies on its long term agreement with T-Mobile for voice, non-voice and other telecommunications services we provide our mobile customers, as well as for certain ancillary services such as pre-pay account management. If the agreement with T-Mobile is terminated, or if T-Mobile fails to deploy and maintain its network, or if T-Mobile fails to provide the services as required under our agreement with them and we are unable to find a replacement network operator on a timely and commercial basis, if at all, we could be prevented from carrying on our mobile business or, if we found a replacement operator, we may be able to carry on our mobile business only on less favorable terms or provide less desirable services. Additionally, any migration of all or some of our customer base to a new operator would be in part dependent on T-Mobile and could entail potential technical or commercial risk. T-Mobile is also a customer of our business division. Any disagreements between T-Mobile and Virgin Mobile may affect our other relationships with T-Mobile.

We depend on the ability to attract and retain key personnel without whom we may not be able to manage our business lines effectively.

        We operate in a number of rapidly changing technologically advanced markets that will continue to challenge our business. There is significant competition in attracting and retaining qualified personnel in the telecommunications industry, especially individuals with experience in the cable sector. We believe that the unique combination of skills and experience possessed by our senior management would be difficult to replace, and that the loss of our key personnel could have a material adverse effect on us, including the impairment of our ability to execute our business plan. Our future success is likely to depend in large part on our continued ability to attract and retain highly skilled and qualified personnel.

Certain of our significant stockholders could have an influence over our business and affairs.

        Certain persons or entities are our significant stockholders. Based on SEC filings as of February 25, 2010, Fidelity Management & Research Company beneficially owns 13.3% of our issued and outstanding common stock, the Virgin Group beneficially owns 6.5%, Capital World Investors beneficially owns 6.2%, Level Global Investors LP beneficially owns 6.1%, Wellington Management Company LLP beneficially owns 5.8%, and Franklin Mutual Advisers LLC beneficially owns 5.4%, of our issued and outstanding common stock. Each of these significant stockholders could have an influence over the business and affairs of our company.

        On April 3, 2006, we entered into a license agreement with Virgin Enterprises Limited which provides for us to use the Virgin name and logo in our consumer and content businesses. In connection

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with this agreement, Virgin Enterprises Limited had the right to propose a candidate to our Nominating Subcommittee to fill a single seat on our board. Virgin Enterprises Limited nominated Mr. Gordon McCallum, a director of Virgin Enterprises Limited, and he was appointed to our board on September 11, 2006. As a result of Mr. McCallum's relationship with Virgin Enterprises Limited, if conflicts between the interests of Virgin Enterprises Limited and the interests of our other stockholders should arise, this director may not be disinterested.

Disruptions in Virgin Media TV's satellite transmissions could materially adversely affect its operations.

        Virgin Media TV currently broadcasts its digital programming content with leased satellite transponders, the operations of which are beyond the control of Virgin Media TV. Disruption to one of these satellites would result in disruption to Virgin Media TV's programming and, depending upon the nature of that disruption, could result in a loss of revenues, a loss of customers and/or adverse publicity. In addition, the satellite transponders may fail before the expiration of Virgin Media TV's contractual right to utilize them, which may result in additional costs as alternative arrangements are made for satellite transmission.

We do not insure the underground portion of our cable network and various pavement-based electronics associated with our cable network.

        We obtain insurance of the type and in the amounts that we believe are customary for similar companies. Consistent with this practice, we do not insure the underground portion of our cable network or various pavement-based electronics associated with our cable network. Almost all our cable network is constructed underground. As a result, any catastrophe that affects our underground cable network or our pavement-based electronics could prevent us from providing services to our customers and result in substantial uninsured losses.

We have suffered losses due to asset impairment charges for goodwill and long-lived intangible assets and could do so again in the future.

        In accordance with the Intangibles—Goodwill and Other Topic of the Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, goodwill and indefinite-lived intangible assets are subject to annual review for impairment (or more frequently should indications of impairment arise). In addition, other intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with the Property, Plant and Equipment Topic of the FASB ASC. On December 31, 2009, we had goodwill and intangible assets of £2.3 billion. A downward revision in the fair value of a reporting unit or intangible assets could result in an impairment charge being required. For example, in 2008, we recognized goodwill and intangible asset impairment charges of £362.2 million with respect to our former Mobile segment. Any downward revision in the fair value of our goodwill and intangible assets has a material effect on our reported net income.

We have limited capacity on our cable platform.

        Our digital television, analog television, broadband internet and VOD services are transmitted through our core and access networks, which have limited capacity. We have plans in place to add additional capacity to our core and access networks. Until these plans are implemented, we are limited in the number of channels that can be transmitted as part of our digital television service and in our carriage of HD channels. While the planned conversion from analogue to digital technology in the U.K. will increase spectrum efficiency, thereby releasing capacity for new services, our current capacity limitations may affect our ability to carry new channels as they are developed. As such, our digital television offering may not be as competitive, which could result in an increase in customer churn and a decrease in revenue.

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Risks Relating to Our Financial Indebtedness and Structure

Our current leverage is substantial, which may have an adverse effect on our available cash flow, our ability to obtain additional financing if necessary in the future, our flexibility in reacting to competitive and technological changes and our operations.

        We had consolidated total long term debt, including current portion, of £5,974.7 million as of December 31, 2009. This high degree of leverage could have important consequences, including the following:

•

a substantial portion of our cash flow from operations will have to be dedicated to the payment of interest and principal on existing indebtedness, thereby reducing the funds available for other purposes;

•

our ability to obtain additional financing in the future for working capital, capital expenditures, product development, acquisitions or general corporate purposes may be impaired;

•

our flexibility in reacting to competitive technological and other changes may be limited;

•

our substantial degree of leverage could make us more vulnerable in the event of a downturn in general economic conditions or adverse developments in our business; and

•

we are exposed to risks inherent in interest rate and foreign exchange rate fluctuations.

We may not be able to fund our debt service obligations in the future.

        We have significant principal payments due in 2012 under our senior credit facility that could require a partial or comprehensive refinancing of our remaining senior credit facility, and the possible use of other debt instruments. Our ability to implement such a refinancing successfully would be significantly dependent on stable debt capital markets. In addition, we may not achieve or sustain sufficient cash flow in the future for the payment of principal or interest on our indebtedness when due. Consequently, we may be forced to raise cash or reduce expenses by doing one or more of the following:

•

raising additional debt;

•

restructuring or refinancing our indebtedness prior to maturity, and/or on unfavorable terms;

•

selling or disposing of some of our assets, possibly on unfavorable terms;

•

issuing equity or equity-related instruments that will dilute the equity ownership interest of existing stockholders; or

•

foregoing business opportunities, including the introduction of new products and services, acquisitions and joint ventures.

We cannot be sure that any of, or a combination of, the above actions would be sufficient to fund our debt service obligations, particularly in times of turbulent capital markets.

The covenants under our debt agreements place certain limitations on how we manage our business.

        The agreements that govern our indebtedness contain financial maintenance tests and restrictive covenants that limit the discretion of our management over various business matters. For example, the financial maintenance tests include liquidity, coverage and leverage ratios, and the restrictive covenants impact our ability to:

•

incur or guarantee additional indebtedness;

34

•

pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;

•

make investments;

•

sell assets, including the capital stock of subsidiaries;

•

enter into sale and leaseback transactions and certain vendor financing arrangements;

•

create liens;

•

enter into agreements that restrict some of our subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;

•

merge or consolidate or transfer all or substantially all of our assets; and

•

enter into transactions with affiliates.

        These restrictions could materially adversely affect our ability to finance future operations or capital needs or to engage in other business activities that may be in our best interests. We may also incur other indebtedness in the future that may contain financial or other covenants more restrictive than those applicable under our current indebtedness. We cannot assure you that we will be able to remain in compliance with these covenants in the future, and, if we fail to do so, that we will be able to obtain waivers from the appropriate parties and/or amend the covenants.

We are a holding company dependent upon cash flow from subsidiaries to meet our obligations.

        Virgin Media Inc. and a number of its subsidiaries are holding companies with no independent operations or significant assets other than investments in their subsidiaries. Each of these holding companies depends upon the receipt of sufficient funds from its subsidiaries to meet its obligations.

        The terms of our senior credit facility and other indebtedness limit the payment of dividends, loan repayments and other distributions to or from these companies under many circumstances. Various agreements governing our debt may restrict and, in some cases, may also prohibit the ability of these subsidiaries to move cash within their restricted group. Applicable tax laws may also subject such payments to further taxation.

        Applicable law may also limit the amounts that some of our subsidiaries will be permitted to pay as dividends or distributions on their equity interests, or even prevent such payments.

        The inability to transfer cash among entities within their respective consolidated groups may mean that even though the entities, in aggregate, may have sufficient resources to meet their obligations, they may not be permitted to make the necessary transfers from one entity in their restricted group to another entity in their restricted group in order to make payments to the entity owing the obligations.

Risks Relating to Our Common Stock

Conversion of our convertible notes will dilute the ownership interest of existing stockholders.

        Any issuance by us of our common stock upon conversion of our convertible notes will dilute the equity ownership interest of existing stockholders, including holders who have received shares of our common stock upon prior conversion of our convertible notes. Additionally, our convertible notes include anti-dilution and "make-whole" premium provisions that, if triggered, would result in an increase in the number of shares of our common stock issuable upon conversion of the convertible notes. Conversion of the convertible notes in circumstances where these provisions have operated could have a significantly greater dilutive effect.

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        Sales in the public market of the common stock issued upon conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the convertible notes may encourage short selling by market participants.

We may in the future seek to raise funds through equity offerings, which could have a dilutive effect on our common stock.

        In the future, we may determine to raise capital through offerings of our common stock, securities convertible into our common stock, or rights to acquire these securities or our common stock. In any case, the result would ultimately be dilutive to our common stock by increasing the number of shares outstanding. We cannot predict the effect this dilution may have on the price of our common stock.

We may not continue to pay dividends, and the failure to do so could adversely affect our stock price.

        Until June 2006, we had not paid any cash dividends on our common stock. We could determine not to continue to pay dividends on our common stock at the same level, or at all. In addition, the terms of our existing indebtedness limit the amount of dividends we can pay to stockholders from cash generated from operations if our debt leverage ratio is above certain levels.

The trading volatility and price of our common stock may be affected by many factors, some of which are beyond our control.

        The market price of our common stock has been and may continue to be adversely affected by conditions in the global financial markets, and stock prices of highly levered companies, in particular, have been highly volatile. The market price of our common stock could also be subject to wide fluctuations in response to additional factors, many of which are beyond our control. These factors include general economic and market conditions, actual or anticipated variations in our operational results and cash flow, our competitors' earnings releases, announcements of technological innovations, changes in financial estimates by securities analysts, trading volume, currency and exchange rate fluctuations, market conditions in the industry and the general state of the securities markets and the market for telecommunications stocks, governmental legislation or regulation and rumors of private equity interest in our company.

Sales of stock by stockholders in the company may decrease the price of the common stock.

        Based on SEC filings as of February 25, 2010, Fidelity Management & Research Company beneficially owns 13.3% of our issued and outstanding common stock, the Virgin Group beneficially owns 6.5%, Capital World Investors beneficially owns 6.2%, Level Global Investors LP beneficially owns 6.1%, Wellington Management Company LLP beneficially owns 5.8%, and Franklin Mutual Advisers LLC beneficially owns 5.4%, of our issued and outstanding common stock.

        Some of our stockholders also have rights, subject to various conditions, to require the company to file one or more registration statements covering their shares, or to include their shares in registration statements that the company may file for itself or on behalf of other stockholders.

        Subsequent sales by any stockholders of a substantial amount of the company's common stock may significantly reduce the market price of the common stock of the company. Moreover, a perception that these stockholders might sell significant amounts of such common stock could depress the trading price of the company's common stock for a considerable period. Sales of the company's common stock, and the possibility of these sales, could make it more difficult for the company to sell equity, or equity related securities, in the future at a time, and price, that it considers appropriate.

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Provisions of our debt agreements, our stockholder rights plan, our certificate of incorporation, Delaware law and our contracts could prevent or delay a change of control of us.

        We may, under some circumstances involving a change of control, be obligated to repurchase substantially all of our outstanding senior notes and convertible senior notes, and repay our outstanding indebtedness under our senior credit facility and other indebtedness. We or any possible acquirer may not have available financial resources necessary to repurchase those notes or repay that indebtedness in those circumstances.

        If we or any possible acquirer cannot repurchase those notes or repay our indebtedness under our senior credit facility and other indebtedness in the event of a change of control of us, the failure to do so would constitute an event of default under the agreements under which that indebtedness was incurred and could result in a cross-default under other indebtedness that does not have similar provisions. The threat of this could have the effect of delaying or preventing transactions involving a change of control of us, including transactions in which our stockholders would receive a substantial premium for their shares over then current market prices, or otherwise which they may deem to be in their best interests.

        Our stockholder rights plan, some provisions of our certificate of incorporation and our ability to issue additional shares of common stock or preferred stock to third parties without stockholder approval may have the effect, alone or in combination with each other, of preventing or making more difficult transactions involving a change of control of us. We are subject to the Delaware business combinations law that, subject to limited exceptions, prohibits some Delaware corporations from engaging in some business combinations or other transactions with any stockholder who owns 15% or more of the corporation's outstanding voting stock, for three years following the date that the stockholder acquired that interest. The terms of certain of our existing agreements relating to changes of control may also have the effect of delaying or preventing transactions involving a change of control of us.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

ITEM 2.    PROPERTIES

        As of December 31, 2009, we owned, leased or licensed 132 corporate properties, of which 47 were exclusively office and administrative facilities, including our U.K. headquarters in Hook, Hampshire, and 85 were hybrid sites comprising operational network facilities with a significant office or administrative component. We also lease our principal executive offices in New York City. In 2009, we significantly expanded our portfolio of leased retail facilities, with the addition of 49 retail outlets. As of December 31, 2009, we leased 72 retail facilities in the U.K. Currently, four of our corporate sites are subleased and 13 are vacant, representing approximately 29% of our total rental expense.

        In addition, we own or lease facilities at approximately 611 locations for operational network purposes such as head-ends, hubs, switching centers, points of presence, repeater nodes and radio sites and other minor technical facilities such as cabins. This excludes the approximately 600 significant customer or third party sites where we maintain network equipment and the various cable television, telephone and telecommunications equipment housed in street cabinet enclosures situated on public and private sites. Currently, four of our technical facilities are subleased and 18 are partly or wholly vacant, representing approximately 3% of our total rental expense.

        We also lease two facilities in Luxembourg in connection with the activities of Virgin Media Entertainment: one hybrid site, comprising offices as well as operational facilities, and one site solely for operational purposes.

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        We believe that our owned, leased and licensed properties, taken as a whole, are in good operating condition and are suitable and adequate for our business operations. We continue to explore opportunities to dispose of, or sub-let, surplus sites and buildings.

ITEM 3.    LEGAL PROCEEDINGS

        We are involved in various disputes and litigation arising in the ordinary course of our business. While we do not believe any of these litigation matters alone or in the aggregate will have a material adverse effect on our financial position or results of operation, any adverse outcome in one or more of these matters could be material to our consolidated financial statements for any one period.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        There were no matters submitted to a vote of our stockholders during the quarter ended December 31, 2009.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

        The principal market for trading in shares of our common stock is the NASDAQ Global Select Market in the United States. Our common stock is also listed in the U.K. on the London Stock Exchange. As of February 24, 2010, there were 93 record holders of our common stock. The following table sets forth the reported high and low price per share of our common stock on the NASDAQ Global Select Market for the periods indicated:

	Price per Share
	High		Low
2008
First Quarter	$	16.85	$	13.35
Second Quarter		16.45		12.01
Third Quarter		12.92		6.84
Fourth Quarter		7.92		3.26
2009
First Quarter		5.49		3.80
Second Quarter		9.35		5.03
Third Quarter		13.92		9.18
Fourth Quarter		17.63		12.90
2010
First Quarter (through February 24, 2010)	$	17.46	$	14.03

Dividends

        During the years ended December 31, 2008 and 2009, we paid the following dividends:

Board Declaration Date	Per Share		Record Date		Payment Date		Total Amount
							(in millions)
Year ended December 31, 2008:
February 6, 2008	$	0.04		March 12, 2008		March 20, 2008		£6.6
May 21, 2008		0.04		June 12, 2008		June 20, 2008		6.7
September 2, 2008		0.04		September 12, 2008		September 22, 2008		7.1
November 25, 2008		0.04		December 12, 2008		December 22, 2008		8.9
Year ended December 31, 2009:
February 27, 2009	$	0.04		March 12, 2009		March 20, 2009		£9.0
May 29, 2009		0.04		June 12, 2009		June 22, 2009		8.0
August 27, 2009		0.04		September 11, 2009		September 21, 2009		8.1
November 24, 2009		0.04		December 11, 2009		December 21, 2009		8.2

        Future payments of regular quarterly dividends by us are at the discretion of the board of directors and will be subject to our future needs and uses of cash, which could include investments in operations, the repayment of debt, and stock repurchase programs. In addition, the terms of our and our subsidiaries' existing and future indebtedness and the laws of jurisdictions under which those subsidiaries are organized limit the payment of dividends, loan repayments and other distributions to us under many circumstances.

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Stock Performance

        The following graph compares the cumulative total return to stockholders of a $100 investment in our common stock for the five-year period from December 31, 2005 through December 31, 2009, with a similar investment in the Standard & Poor's 500 Stock Index and a Peer Group Index and assumes the reinvestment of dividends. As no published index of comparable companies currently reports values on a dividends reinvested basis, we have created a Peer Group Index for purposes of this graph in accordance with the requirements of the SEC. The Peer Group Index is made up of companies that are engaged in the telecommunications business, although not all of the companies included in the Peer Group Index participate in all of the lines of business in which we are engaged and some of the companies included in the Peer Group Index also engage in lines of business in which we do not participate. In addition, the market capitalizations of many of the companies included in the Peer Group Index are different from ours. The common stocks of the following companies have been included in the Peer Group Index: AT&T Inc., British Sky Broadcasting Group plc, BT Group plc, Cablevision Systems Corporation, Carphone Warehouse Group plc, Comcast Corporation, DISH Network Corporation, France Telecom SA, Liberty Global Inc., Rogers Communication Inc. and Verizon Communications Inc.

	December 31, 2005		December 31, 2006		December 31, 2007		December 31, 2008		December 31, 2009
Virgin Media(1)	$	93.90	$	87.20	$	59.60	$	17.60	$	60.70
S&P 500		105.80		122.50		129.20		81.40		102.90
Peer Group		87.60		124.00		143.20		103.90		110.50

(1)

Share prices from January 1, 2005 through March 3, 2006 reflect the historic prices of the common stock of NTL Incorporated prior to its merger into a subsidiary of Telewest Global, Inc., in a transaction that was accounted for as a reverse acquisition. The new holding company, Telewest Global, Inc., changed its name to NTL Incorporated on March 3, 2006. From March 6, 2006, share prices reflect the market price for that company, which was renamed Virgin Media Inc. on February 6, 2007.

ITEM 6.   SELECTED FINANCIAL DATA

        The selected consolidated financial information presented below should be read in conjunction with the consolidated financial statements and notes thereto and the information contained in our Management's Discussion and Analysis of Financial Condition and Results of Operations appearing elsewhere in this document. Historical results are not necessarily indicative of future results.

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        On April 1, 2009, we sold our sit-up reporting unit, which was formerly included within our Content segment. In accordance with the provisions of the Property, Plant and Equipment Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC we determined that, as of March 31, 2009, the planned sale of the sit-up business met the requirements for it to be reflected as assets and liabilities held for sale and discontinued operations in both the current and prior periods. These consolidated financial statements reflect sit-up as assets and liabilities held for sale and discontinued operations and we have retrospectively adjusted the balance sheet as of December 31, 2008 and statements of operations, cash flows and shareholders' equity for the years ended December 31, 2008 and 2007.

        On July 4, 2006, we acquired 100% of the outstanding shares and options of Virgin Mobile, the then largest mobile virtual network operator in the U.K., through a U.K. Scheme of Arrangement.

        On March 3, 2006, NTL merged with a subsidiary of Telewest, which changed its name to NTL Incorporated. As this transaction was accounted for as a reverse acquisition, the financial statements included in this document for the period through March 3, 2006 are those of NTL, which is now known as Virgin Media Holdings Inc., and for the period since March 3, 2006, these financial statements reflect the reverse acquisition of Telewest.

	Year ended December 31,
	2009			2008			2007			2006			2005
	(in millions, except per share data)
Statement of Operations Data:
Revenue		£3,804.4			£3,776.8			£3,838.6			£3,413.8			£1,947.6
Operating income (loss)(1)		142.0			(271.8	)		28.4			20.0			(19.7	)
Loss from continuing operations		(335.0	)		(853.4	)		(452.8	)		(499.4	)		(241.7	)
Basic and diluted loss from continuing operations per share	£	(1.02	)	£	(2.60	)	£	(1.39	)	£	(1.70	)	£	(1.13	)
Average number of shares outstanding		328.8			328.0			325.9			292.9			213.8

(1)

The 2008 operating loss includes goodwill and intangible asset impairments of £362.2 million.

	As of December 31,
	2009			2008			2007			2006			2005
	(in millions, except per share data)
Balance Sheet Data:
Cash, cash equivalents and marketable securities	£	430.5		£	181.6		£	321.4		£	418.5		£	832.1
Working capital		(348.4	)		(460.1	)		(488.4	)		(639.5	)		529.9
Fixed assets		5,049.2			5,342.1			5,649.5			6,020.0			3,294.9
Total assets		9,187.4			9,933.3			10,503.3			11,278.5			4,988.5
Long term obligations		5,974.7			6,170.1			5,958.5			6,159.1			2,280.0
Shareholders' equity		1,491.3			2,016.2			2,810.5			3,230.1			1,955.0
Dividends declared per common share (in U.S. dollars)	$	0.16		$	0.16		$	0.13		$	0.05			—

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

        We are a leading provider of entertainment and communications services in the U.K., offering "quad-play" broadband internet, television, mobile telephony and fixed line telephony services. We are one of the U.K.'s largest providers of residential broadband internet, pay television and fixed line

41

telephony services by number of customers. We believe our advanced, deep fiber access network enables us to offer faster and higher quality broadband services than our digital subscriber line, or DSL, competitors. As a result, we provide our customers with a leading next generation broadband service and one of the most advanced TV on-demand services available in the U.K. market. As of December 31, 2009, we provided service to approximately 4.8 million residential customers on our cable network. We are also one of the U.K.'s largest mobile virtual network operators by number of customers, providing mobile telephony service to approximately 2.2 million pre-pay mobile customers and nearly one million contract mobile customers over third party networks. As of December 31, 2009, approximately 60.5% of residential customers on our cable network were "triple-play" customers, receiving broadband internet, television and fixed line telephony services from us, and approximately 10.7% were "quad-play" customers, also receiving mobile telephony services.

        In addition, we provide a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K. through Virgin Media Business (formerly ntl:Telewest Business). We also provide a broad range of programming through Virgin Media Television, or Virgin Media TV, which operates our wholly owned channels, such as Virgin1, Living and Bravo; and through UKTV, our joint ventures with BBC Worldwide.

        In 2009, we implemented a new operating model for our organization and made corresponding revisions to our internal reporting structure and the related financial information used by our management, including our chief operating decision maker, to assess the performance of our business. As of December 31, 2009, our operating segments were as follows:

•

Consumer:  Our Consumer segment includes the distribution of television programming over our cable network and the provision of broadband and fixed line telephone services to residential consumers, both on and off our cable network. Our Consumer segment also includes our mobile telephony and mobile broadband operations, provided through Virgin Mobile.

•

Business:  Our Business segment includes the voice and data telecommunication and internet solutions services we provide through Virgin Media Business to businesses, public sector organizations and service providers.

•

Content:  Our Content segment includes the operations of our wholly owned television channels, such as Virgin1, Living and Bravo. Although not included in our Content segment revenue, our content management team also oversees our interest in the UKTV television channels through our joint ventures with BBC Worldwide. On April 1, 2009, we sold our sit-up reporting unit which operated a portfolio of auction based retail television channels and was formerly included within our Content segment.

        For further discussion of our business, please refer to Item 1 of this document.

Revenue

        Our revenue by segment for the years ended December 31, 2009, 2008 and 2007 was as follows (in millions):

	Year ended December 31,
	2009				2008				2007
Consumer		£3,083.1	81.0	%		£3,029.0	80.2	%		£3,087.3	80.4	%
Business		580.8	15.3			626.0	16.6			641.8	16.7
Content		140.5	3.7			121.8	3.2			109.5	2.9
		£3,804.4	100.0	%		£3,776.8	100.0	%		£3,838.6	100.0	%

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        The principal sources of revenue within each segment are:

Consumer

•

monthly fees and usage charges for cable and non-cable telephone and internet access services and cable television services;

•

monthly fees and usage charges for mobile services including charges for airtime, data, long-distance calls and roaming; and

•

charges for the supply of mobile handset and other equipment.

Business

•

monthly fees and usage charges for inbound and outbound voice, data and internet services and charges for transmission, fiber and voice services provided to retail and wholesale customers.

Content

•

fees from advertisers or advertising agencies for television airing of advertising; and

•

fees from other pay television distributors for the carriage of our television channels.

Expenses

        The principal components of our operating costs and selling, general and administrative expenses within each segment include:

Consumer

•

payroll and other employee-related costs including outsourcing;

•

television programming services and programming costs;

•

interconnect costs paid to carriers relating to call termination services;

•

marketing and selling costs; and

•

purchase costs of mobile handsets and other equipment.

Business

•

payroll and other employee-related costs;

•

interconnect and circuit costs paid to other telecommunication carriers; and

•

marketing and selling costs.

Content

•

amortization of television and movie program costs;

•

television production programming costs;

•

leased satellite transponder costs; and

•

payroll and other employee-related costs.

Other

•

costs of maintaining our cable network infrastructure and IT systems;

43

•

facility-related costs, such as rent, utilities and rates;

•

costs associated with providing customer services; and

•

allowances for doubtful accounts.

Disposal of Business Units

Disposal of sit-up

        On April 1, 2009, we sold our sit-up reporting unit, which was formerly included within our Content segment. sit-up provided a variety of retail consumer products through three interactive auction-based television channels: price-drop tv, bid tv and speed auction tv.

        In accordance with the provisions of the Property, Plant and Equipment Topic of the ASC, we determined that, as of March 31, 2009, the planned sale of the sit-up business met the requirements for it to be reflected as assets and liabilities held for sale and discontinued operations in both the current and prior periods as of March 31, 2009. These consolidated financial statements reflect sit-up as assets and liabilities held for sale and discontinued operations and we have retrospectively adjusted the balance sheet as of December 31, 2008 and statements of operations, cash flows and shareholders' equity for the years ended December 31, 2008 and 2007.

        Revenue of the sit-up business, reported in discontinued operations, for the years ended December 31, 2009, 2008 and 2007 was £38.9 million, £241.8 million and £238.6 million, respectively. sit-up's pre-tax loss, reported within discontinued operations, for the years ended December 31, 2009, 2008 and 2007 was £22.8 million, £66.6 million and £10.7 million, respectively. Revenue related to the carriage of the sit-up channels recognized in our Consumer segment that had previously been eliminated for consolidation purposes was £0.6 million, £2.7 million and £3.5 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Factors Affecting Our Business

        A number of factors affect the performance of our business, at both a general and segment level.

General

        Factors that affect all of the segments in which we operate are as follows:

        General Macroeconomic Factors.    General macroeconomic factors in the U.K. have an impact on our business. For example, during an economic slowdown, potential and existing customers may be less willing, or able to purchase our products or upgrade their services. We may also experience increased churn and higher bad debt expense. In addition, expenditures by advertisers are sensitive to economic conditions and tend to decline in recessionary periods and other periods of uncertainty. We have experienced a decrease in advertising revenues generated through our television programming and broadband internet platforms, except to the extent offset by an increase in our share of the advertising market.

        Currency Movements.    We encounter currency exchange rate risks because substantially all of our revenue and operating costs are earned and paid primarily in U.K. pounds sterling, but we pay interest and principal obligations with respect to a portion of our existing indebtedness in U.S. dollars and euros. We have in place hedging programs that seek to mitigate the risk from these exposures. While the objective of these programs is to reduce the volatility of our cash flows and earnings caused by changes in underlying currency exchange rates, not all of our exposures are hedged, and not all of our hedges are designated as such for accounting purposes. Additionally, we do not hedge the principal portion of our convertible senior notes. We also purchase goods and services in U.S. dollars, euros and

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South African rand, such as TV programming, customer premise equipment and network maintenance services and most of these exposures are not hedged.

        Integration and Restructuring Activities.    In the fourth quarter of 2008, we commenced the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating inefficiencies in order to create a fully-integrated, customer-focused organization. We anticipate significant cost savings from the plan and that the annual savings from and after 2010 will exceed the annual costs incurred in connection with the plan. These costs will include purchases of fixed assets, lease and contract exit costs, employee termination costs and other restructuring and restructuring-related expenses, some of which will be classified as restructuring costs. In total, we expect to incur operating expenditures of between £140 million to £155 million and capital expenditures of between £40 million to £45 million in connection with this plan over a three-year period. Our financial performance may be negatively affected if we are unable to implement our restructuring plan successfully and realize the anticipated benefits.

        Capital Expenditures.    Our business requires substantial capital expenditures on a continuing basis for various purposes, including expanding, maintaining and upgrading our cable network, investing in new customer acquisitions, and offering new services. If we do not continue to invest in our network and in new technologies, our ability to retain and acquire customers may be hindered. Therefore, our liquidity and the availability of cash to fund capital projects are important drivers of our revenue. When our liquidity is restricted, so is our ability to meet our capital expenditure requirements.

Consumer Segment

        In our Consumer segment, cable customers account for the majority of our revenue. The number of customers, the number and types of services that each customer uses and the prices we charge for these services drive our revenue. Our profit is driven by the relative margins on the types of services we provide to these customers and by the number of services that we provide to them and, with respect to our fixed and mobile telephone customers, by usage levels of our services. For example, cable broadband internet is more profitable than our television services and, on average, our "triple-play" customers are more profitable than "double-play" or "single-play" customers. Similarly, over the service term our contract mobile customers are more profitable than our prepay mobile customers, and provide a better opportunity for cross-sell of our cable products. We actively promote "quad-play" services and our packaging of services and our pricing are designed to encourage our customers to use multiple services such as television, fixed and mobile telephone and broadband at a lower price than each stand-alone product on a combined basis. Factors particularly affecting our Consumer segment include average revenue per user, or ARPU, churn, competition, seasonality and distribution.

        Cable ARPU.    Cable ARPU is a measure we use to evaluate how effectively we are realizing potential revenue from our residential cable customers on our network. We believe that our "triple-play" cable offering of television, broadband and fixed line telephone services is attractive to our existing cable customer base and generally allows us to increase our cable ARPU by facilitating the sale of multiple services to each customer. Cable ARPU excludes any revenue from our Mobile and non-cable customers.

        Mobile ARPU.    Mobile ARPU is a measure we use to evaluate how effectively we are realizing revenue from our mobile customers. The mix of prepay and contract customers and level of usage have a material impact on Mobile ARPU. The mix of our customer base is changing as we focus on acquiring higher lifetime value contract customers, particularly through cross-selling to our cable customer base, rather than lower lifetime value prepay customers. Consequently, the number of prepay customers is expected to continue to decline in 2010, along with prepay usage.

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        Churn.    Churn is a measure of the number of customers who stop subscribing to any of our services. An increase in our churn can lead to increased costs and reduced revenue. We continue to focus on improving our customer service and enhancing and expanding our service offerings to existing customers in order to manage our churn rates. Our ability to reduce our churn rates beyond a base level is limited by factors like competition, the economy and, in respect of our cable business, customers moving outside our network service area, in particular during the summer season. Managing our churn rates is a significant component of our business plan. Our churn rates may increase if our customer service is seen as unsatisfactory, if we are unable to deliver any of our services without interruption, if we fail to match offerings by our competitors, if we increase our prices, if there is an improvement in the U.K. housing market or if there is a prolonged economic downturn.

        Competition.    Our ability to acquire and retain customers and increase revenue depends on our competitive strength. There is significant and increasing competition in the market for our consumer services, including broadband and telephone services offered by British Telecom, or BT; resellers or local loop unbundlers, such as British Sky Broadcasting Group plc, or BSkyB, and Carphone Warehouse (Talk Talk); alternative internet access services like DSL; satellite television services offered by BSkyB and by BBC and ITV through Freesat; free-to-air digital terrestrial television offered through Freeview; internet protocol television offered by BT; and mobile telephone, television and data services offered by other mobile telephone operators including O2, Vodafone, Orange, T-Mobile and 3, and from other mobile virtual network operators, including Tesco Mobile, BT Mobile and Carphone Warehouse. In addition, certain competitors, such as BT, BSkyB and large mobile network operators are dominant in markets in which we compete and may use their dominance in those markets to offer bundled services that compete with our product offerings. As a result of increased competition, we have had to, and may be required to continue to, adjust our pricing and offer discounts to new and existing customers in order to attract and retain customers.

        Seasonality.    Some of our Consumer revenue streams are subject to seasonal factors. For example, telephone usage revenue by residential customers tends to be slightly lower during summer holiday months. In the fourth quarter of each year, our mobile customer acquisition and retention costs typically increase due to the Christmas holiday period. Our Mobile ARPU generally decreases in the first quarter of each year due to the fewer number of days in February and lower usage after the Christmas holiday period. Our churn rates include persons who disconnect their service because of moves, resulting in a seasonal increase in our churn rates during the summer months when higher levels of U.K. house moves occur and students leave their accommodation between academic years.

        Distribution.    We primarily rely upon third parties to distribute our mobile products and services. If any of these distribution partners were to cease to act as distributors for our products and services, or the commissions or other costs charged by the third parties were to increase, our ability to gain new mobile customers or retain existing customers may be adversely affected. We also distribute our products through our own retail outlets.

Business Segment

        Factors particularly affecting our Business segment include competition, pricing and operational effectiveness.

        Competition.    Our ability to acquire and retain business customers and increase revenue depends on our competitive strength. There is significant and increasing competition in the market for our business services, including data and voice services offered by BT, Cable & Wireless plc, virtual network operators and systems integrators. While BT represents the main competitive threat nationally due to its network reach and product portfolio, other providers compete within product and geographic segments. Other providers, such as Kingston Communications (Hull) plc and COLT Telecom Group plc, compete with us in specific regions.

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        Pricing.    Competition in the U.K. business telecommunications market continues to be based on value for money, the key components of which are quality, reliability and price. Particularly, in the current challenging economic conditions, price is becoming an increasingly important factor. Certain of BT's product pricing is regulated by the U.K. Office of Communications; however, in respect of non regulated product pricing, the market is increasingly price sensitive.

        Operational Effectiveness.    Because of the extensive use of optical fiber in our access networks, we are also able to provide high-speed ethernet services directly to business customers and provide nationwide area networking to these customers via our core networks. Business customers require timely installation services and our ability to meet required timescales and commence providing services may impact our revenues. We regularly rely on third-party suppliers to connect business customers and we have a variety of alternative methods to connect our national telecommunications network to the premises of business customers that are located outside of our cabled areas.

Content Segment

        Factors particularly affecting our Content segment include competition, the number of buyers for our television channels across limited distribution platforms, our access to content, seasonality and advertising revenue.

        Competition.    Our television channels compete with other broadcasters for advertising revenues, subscription revenues and programming rights. IDS, our advertising sales department, competes with advertising sales operations representing other television broadcasters. The level of this competition is increasing as the advertising sales market consolidates and is higher in a poor macroeconomic climate.

        Limited Number of Buyers and Distribution Platforms.    All of our channels are carried on our cable platform and on the satellite platform owned by BSkyB. A few of our channels are also carried on the free-to-air digital terrestrial television platform known as Freeview. Therefore, the principal third-party buyer of programming services from our television channels is BSkyB. Other than BSkyB, there are no significant buyers of our programming services.

        Access to Content.    Most of the television content on the Virgin Media TV channels is purchased, mainly from the U.S., and because there is a limited supply of content available and an increasing number of digital channels in the U.K., Virgin Media TV has experienced and may continue to experience an increase in the cost of its imported programming. Exchange rate movements have also resulted in increased programming costs and may continue to do so.

        Seasonality.    Our Content segment incurs increased costs in the fourth quarter of each year due to the need to provide enhanced programming over the important Christmas holiday period.

        Advertising Revenue.    The majority of revenue for Virgin Media TV is from advertisers. Consequently, Virgin Media TV's revenue is directly affected by changes in the total spend on television advertising in the U.K., including changes related to a sustained economic downturn, the viewing levels for its channels and the proportion of the U.K. advertising market represented by IDS.

Critical Accounting Policies

        Our consolidated financial statements and related financial information are based on the application of U.S. generally accepted accounting principles, or GAAP. GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported, as well as disclosures about contingencies, risk and financial condition. The following critical accounting policies have the potential to have a significant impact on our financial statements. An impact could occur because of the significance of the financial statement item to which these policies relate, or because these policies

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require more judgment and estimation than other matters owing to the uncertainty related to measuring, at a specific point in time, transactions that are continuous in nature.

        These policies may need to be revised in the future in the event that changes to our business occur.

Impairment of Indefinite-Lived Assets

        Goodwill arising from business combinations, reorganization value in excess of amounts allocable to identifiable assets and intangible assets with indefinite lives, are subject to annual review for impairment (or more frequently should indications of impairment arise). Impairment of goodwill and reorganization value in excess of amounts allocable to identifiable assets is determined using a two-step approach, initially based on a comparison of the reporting unit's fair value to its carrying value; if the fair value is lower than the carrying value, then the second step compares the asset's fair value (implied fair value for goodwill and reorganization value in excess of amounts allocable to identifiable assets) with its carrying value to measure the amount of the impairment. Impairment of intangible assets with indefinite lives is determined based on a comparison of fair value to carrying value. Any excess of carrying value over fair value is recognized as an impairment loss. We incurred impairment charges in 2008 in respect of our former Mobile and sit-up reporting units, and we may incur further impairment charges if, for example, market values decline or we do not achieve expected cash flows.

        As a result of the business reorganization initiated in 2008, we have realigned our internal reporting structure and the related financial information used by management and the chief operating decision maker. During the first quarter of 2009, our operating structures were revised with a view to building a customer-focused organization able to respond effectively to rapid changes in the market, technology and customer demands through our three new customer-based segments: Consumer, Business and Content. Accordingly, we now have three reporting units consisting of Consumer, Business and Content. Our Content reporting unit is evaluated for impairment purposes as at June 30, while the Consumer and Business reporting units are evaluated as at October 1 of each year.

        While we utilize a variety of valuation techniques to determine fair value, including market multiples and comparable transactions, estimated fair value is generally measured by discounting estimated future cash flows. The following discussion summarizes each approach used to determine fair value and how it has been utilized by us:

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Market Multiple Approach—This method provides indications of value based upon comparisons of the reporting unit to market values and pricing evidence of public companies involved in the same or similar lines of business. Market ratios (pricing multiples) and performance fundamentals relating to the public companies' stock prices (equity) or enterprise values to certain underlying fundamental data are applied to the reporting unit to determine its fair value. We utilize publicly available information regarding comparable companies which operate in North America and Europe.

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Comparable Transaction Approach—This method includes an examination of recent mergers and acquisitions which involves companies in the same or similar lines of business to the reporting unit. Acquisition values and pricing evidence are used in much the same manner as the Market Multiple Approach for the determination of the reporting unit's fair value.

–

Discounted Cash Flow Approach—This method calculates the present value of the projected future cash flows to be generated by the reporting unit using appropriate discount rates. The discount rates are intended to reflect all associated risks of realizing the projected future cash flows. Terminal value is computed as of the end of the last period for which cash flows are projected utilizing a terminal multiple to determine an estimate of the value of the reporting unit as of that future point in time. The terminal multiple employed is estimated utilizing the

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information attained regarding comparable companies and transactions. Discounting the terminal value back to the present and adding the present values of the future cash flows yields indications of the reporting unit's fair value.

        The discount rate employed was determined using market assumptions (including U.K. Gilt yields, equity risk premiums and comparable company betas) as well as Ibbotson's research (including size decile betas and size risk premiums). The determination of the discount rate also utilized information regarding the cost of debt and capital structures of comparable companies along with other general market reference materials from companies such as Bloomberg, Standard & Poors and Morningstar.

        All of these techniques are reliant on our long range cash flow forecasts. In estimating cash flows, we use financial assumptions in our internal forecasting model such as projected customer numbers, projected product sales mix and price changes, projected changes in prices we pay for purchases of fixed assets and services as well as projected labor costs. Considerable management judgment is necessary to estimate discounted future cash flows and those estimates include inherent uncertainties, including those relating to the timing and amount of future cash flows and the discount rate used in the calculation. Assumptions used in these cash flow projections are consistent with our internal forecasts. If actual results differ from the assumptions used in the impairment review, we may incur additional impairment charges in the future. Assumptions made about levels of competition and rates of growth (or decline) in the economy on a longer term basis could impact the valuation to be used in future annual impairment testing.

        The table below presents the goodwill and indefinite-lived intangible assets allocated to our Consumer and Business reporting units, and the significant inputs utilized in developing our estimate of fair value for the annual impairment tests performed in 2009 for each of these reporting units.

		Consumer	Business
Goodwill and indefinite-lived intangibles as at December 31, 2009		£1,812.0 million	£205.9 million
Market multiples inputs:
	Number of comparable companies	Nine	Six
	EBITDA multiples of comparable companies	4.2 to 8.4 times	2.7 to 5.6 times
	Revenue multiples of comparable companies	1.15 to 4.10 times	0.55 to 1.72 times
Comparable transactions inputs:
	Number of transactions	Twenty	Ten
	EBITDA multiples of comparable transactions	3.5 to 16.0 times	4.7 to 16.8 times
	Revenue multiples of comparable transactions	0.39 to 4.31 times	0.63 to 4.65 times
Discounted cash flow approach:
	Discount rate applied	9%	11%

        For our Content reporting unit, goodwill and indefinite-lived intangible assets totaling £54.0 million were tested for impairment utilizing a discounted cash flow approach with a discount rate of 10.5% in 2009.

Fixed Assets

        Labor and overhead costs directly related to the construction and installation of fixed assets, including payroll and related costs of some employees and related rent and other occupancy costs, are capitalized. The payroll and related costs of some employees that are directly related to construction and installation activities are capitalized based on specific time devoted to these activities where identifiable. In cases where the time devoted to these activities is not specifically identifiable, we capitalize costs based upon estimated allocations. Costs associated with initial customer installations are

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capitalized. The costs of reconnecting the same service to a previously installed premise are charged to expense in the period incurred. Costs for repairs and maintenance are charged to expense as incurred.

        We assign fixed assets and intangible assets useful lives that impact the annual depreciation and amortization expense. The assignment of useful lives involves significant judgments and the use of estimates. Our management use their experience and expertise in applying judgments about appropriate estimates. Changes in technology or changes in intended use of these assets may cause the estimated useful life to change, resulting in higher or lower depreciation charges or asset impairment charges.

        Long-lived assets and certain identifiable intangibles (intangible assets that do not have indefinite lives) to be held and used by an entity are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with the Property, Plant and Equipment Topic of the FASB ASC. Indications of impairment are determined by reviewing undiscounted projected future cash flows. If impairment is indicated, the amount of the impairment is the amount by which the carrying value exceeds the fair value of the assets.

Costs Associated with Construction and Installation Activities

        Installation revenues are recognized in accordance with the provisions of the Entertainment—Cable Television Topic of the FASB ASC, in relation to connection and activation fees for cable television, as well as fixed line telephone and broadband internet services, on the basis that we market and maintain a unified fiber network through which we provide all of these services. Installation revenues in our Consumer segment are recognized at the time the installation has been completed to the extent that those fees are less than direct selling costs. Installation fees in excess of direct selling costs are deferred and amortized over the expected life of the customer's connection.

        The nature and amount of labor and other costs to be capitalized with respect to construction and installation activities involves significant judgment. In addition to direct external and internal labor and materials, we also capitalize other costs directly attributable to our construction and installation activities. We continuously monitor the appropriateness of our capitalization policy and update the policy when necessary to respond to changes in facts and circumstances, such as the development of new products and services, and changes in the manner that installations or construction activities are performed.

Restructuring Costs

        We account for our restructuring costs in accordance with the Exit or Disposal Cost Obligations Topic of the FASB ASC and recognize a liability for costs associated with restructuring activities when the liability is incurred.

        In relation to our restructuring activities, we have recorded a liability of £57.3 million as of December 31, 2009 primarily relating to lease exit costs of properties that we have vacated. In calculating the liability, we make a number of estimates and assumptions including the timing of ultimate disposal of the properties, our ability to sublet the properties either in part or as a whole, amounts of sublet rental income achievable including any incentives required to be given in subleases, amounts of lease termination costs, and discount rates.

Recent Accounting Pronouncements

        In June 2009, the FASB issued new guidance relating to the FASB Accounting Standards Codification. Effective for interim or annual financial periods ending after September 15, 2009, the ASC became the single official source of authoritative U.S. GAAP (other than guidance issued by the SEC), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force (EITF), and related literature. After September 15, 2009, only one level of authoritative

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U.S. GAAP exists. All other literature will be considered non-authoritative. The ASC does not change U.S. GAAP; instead, it introduces a new structure that is organized in an easily accessible, user-friendly online research system. We have adopted the disclosure requirements of this guidance.

        In December 2007, the FASB issued new accounting guidance for business combinations. This guidance requires the acquiring entity in a business combination to prospectively recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. Further, regardless of the business combination date, any subsequent changes to acquired uncertain tax positions and valuation allowances associated with acquired deferred tax assets will no longer be applied to goodwill but will be recognized as an adjustment to income tax expense. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this guidance did not have a material impact on our consolidated financial statements.

        In December 2007, the FASB issued new accounting guidance for noncontrolling interests in subsidiaries. This guidance establishes requirements for ownership interests in subsidiaries held by parties other than ourselves (sometimes called "minority interests") to be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent's equity. All changes in the parent's ownership interests are required to be accounted for consistently as equity transactions and any noncontrolling equity investments in unconsolidated subsidiaries must be measured initially at fair value. This guidance is effective, on a prospective basis, for fiscal years beginning after December 15, 2008; however, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. The account balances recorded in our consolidated financial statements relating to noncontrolling interests are immaterial and therefore, the disclosure requirements have not been applied as permitted by the provisions of the guidance.

        In December 2008, the FASB issued new accounting guidance which expands the disclosure requirements related to plan assets of a defined benefit pension or other postretirement plan. The guidance requires that employers disclose information about fair value measurements of plan assets similar to the disclosures required by the Fair Value Measurements and Disclosures Topic of the ASC. The new guidance is a response to users' concerns about the lack of transparency surrounding the types of assets and associated risks in an employer's defined benefit pension or other postretirement plan and events in the economy and markets that could have a significant effect on the value of plan assets. The guidance is effective for fiscal years ending after December 15, 2009. We have adopted the disclosure requirements of this guidance.

        In April 2009, the FASB issued new accounting guidance for disclosures about the fair value of financial instruments in interim reporting periods. Such disclosures were previously required only in annual financial statements. This guidance is effective for financial statements issued for all periods ending after June 15, 2009. We have adopted the disclosure requirements of this guidance.

        In May 2009, the FASB issued new accounting guidance for the disclosure of subsequent events, effective for financial statements issued for all periods ending after June 15, 2009. The guidance establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted this guidance during the second quarter of 2009.

        In September 2009, the FASB ratified new accounting guidance for existing multiple-element revenue arrangements. The revised multiple-element revenue arrangements guidance will be effective for the first annual reporting period beginning on or after June 15, 2010 and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially

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modified after the adoption date. Early adoption is permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. We have not yet adopted the provisions of this guidance and are evaluating the impact on our consolidated financial statements.

Consolidated Results of Operations

Consolidated Results of Operations for the Years Ended December 31, 2009 and 2008

Revenue

        For the year ended December 31, 2009, revenue increased by 0.7% to £3,804.4 million from £3,776.8 million for the same period in 2008. This increase was primarily due to higher revenue in our Consumer segment driven by increased cable revenue partially offset by decreases in mobile and non-cable revenues, and in our Content segment primarily due to increased carriage revenue from BSkyB, partially offset by reduced TV advertising revenue. The increase was partially offset by lower Business segment revenue. See further discussion of our Consumer, Business and Content segments below.

Operating Costs

        Operating costs for the years ended December 31, 2009 and 2008 were as follows (in millions):

		Year ended December 31,
						Increase/ (Decrease)
		2009		2008
Operating costs:
	Consumer cost of sales	£	941.3	£	927.1		1.5	%
	Business cost of sales		180.0		223.8		(19.6	)
	Content cost of sales		119.5		117.0		2.1
	Network and other operating costs		394.9		379.2		4.1
	Total operating costs		£1,635.7		£1,647.1		(0.7	)%

        For the year ended December 31, 2009, operating costs, including network expenses, decreased slightly to £1,635.7 million from £1,647.1 million during the same period in 2008. This decrease was primarily attributable to decreased Business segment cost of sales partially offset by increased network and other operating costs as well as increased Consumer segment and Content segment cost of sales. Business segment cost of sales declined as a result of reduced Business segment revenues particularly in respect of LAN solutions infrastructure projects and wholesale contracts and voice customers. Network and other operating costs increased primarily as a result of increased facilities and other expenses partially offset by reduced employee and outsourcing costs. Consumer segment cost of sales increased primarily as a result of increased costs of BSkyB's basic and premium TV services and the cost of wireless routers that we began selling to our residential customers during 2008, partially offset by reduced interconnect costs as a result of lower usage of fixed line telephony services.

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Selling, General and Administrative Expenses

        Selling, general and administrative expenses for the year ended December 31, 2009 and 2008 were as follows (in millions):

		Year ended December 31,
						Increase/ (Decrease)
		2009		2008
Selling, general and administrative expenses:
	Employee and outsourcing costs		£457.7		£460.9		(0.7	)%
	Marketing costs		132.8		126.8		4.7
	Facilities		75.7		72.0		5.1
	Other		141.8		168.3		(15.7	)
Total selling, general and administrative expenses			£808.0		£828.0		(2.4	)%

        For the year ended December 31, 2009, selling, general and administrative expenses decreased to £808.0 million from £828.0 million for the same period in 2008. This decrease was primarily attributable to lower IT costs, bad debt expense and employee and outsourcing costs, partially offset by higher marketing and facilities costs.

Restructuring and Other Charges

        For the year ended December 31, 2009, restructuring and other charges increased to £40.4 million from £22.7 million for the same period in 2008. Restructuring and other charges in the year ended December 31, 2009 related primarily to involuntary employee termination costs and lease exit costs in connection with the restructuring program initiated in 2008. Restructuring and other charges in the year ended December 31, 2008 related primarily to contract and lease exit costs in connection with the restructuring program initiated in the last quarter of 2008 as discussed below.

        During the fourth quarter of 2008, we commenced the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating inefficiencies in order to create a fully-integrated, customer-focused organization. This plan will involve the incurrence of substantial operating and capital expenditures, including certain costs which we expect to treat as restructuring costs under the Exit or Disposal Cost Obligations Topic of the FASB ASC.

        The following table summarizes the movement during the year ended December 31, 2009 on our historical restructuring accruals, the restructuring accruals resulting from the acquisitions made by us during 2006 and the restructuring plan announced in 2008 (in millions):

	Historical Restructuring Accruals			2006 Acquisition Restructuring Accruals			2008 Restructuring Accruals
	Lease Exit Costs			Lease Exit Costs			Involuntary Employee Termination and Related Costs			Lease and Contract Exit Costs			Total
Balance, December 31, 2008	£	16.5		£	38.5		£	2.0		£	14.0		£	71.0
Amendments offset against goodwill		—			(5.7	)		—			—			(5.7	)
Charged to expense		2.9			4.0			24.2			20.0			51.1
Revisions		(2.8	)		(2.4	)		(5.4	)		(0.1	)		(10.7	)
Utilized		(4.0	)		(7.0	)		(19.0	)		(18.4	)		(48.4	)
Balance, December 31, 2009	£	12.6		£	27.4		£	1.8		£	15.5		£	57.3

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Depreciation Expense

        For the year ended December 31, 2009, depreciation expense increased to £930.5 million from £902.8 million for the same period in 2008. This increase was primarily as a result of increases in depreciation in respect of new fixed assets partially offset by assets becoming fully depreciated.

Amortization Expense

        For the year ended December 31, 2009, amortization expense decreased to £243.1 million from £285.8 million for the same period in 2008. The decrease in amortization expense was primarily attributable to the cessation of amortization of certain intangible assets that became fully amortized in 2008. Estimated aggregate amortization expense for succeeding fiscal years is £147.4 million in 2010, £118.5 million in 2011 and nil thereafter.

Goodwill and Intangible Asset Impairments

        In the first quarter of 2010, we rebranded our Business reporting unit utilizing the Virgin trade marks. As a result, we recorded an impairment expense of £4.7 million as at December 31, 2009 for the Telewest trademark.

        We performed our annual impairment reviews for our Content reporting unit as at June 30, 2009 and our Business and Consumer reporting units as at October 1, 2009. As a result of these reviews we concluded that the fair values of the reporting units exceeded their carrying values.

        We performed our annual impairment review for our former Mobile, Virgin Media TV and sit-up reporting units as at June 30, 2008. As a result of this review we concluded that the fair values of the Virgin Media TV and sit-up reporting units exceeded their carrying value, while the Mobile reporting unit's fair value was less than its carrying value. The fair value of the Mobile reporting unit as at June 30, 2008 was determined through the use of a combination of both market and income valuation approaches to calculate fair value. The market approach valuations in respect of the Mobile reporting unit declined from the prior year primarily as a result of declining market multiples of comparable companies. The income approach valuations in respect of the Mobile reporting unit declined as a result of a combination of an increased discount rate, a reduced terminal value multiple and reduced long term cash flow estimates. As a result, we recorded an impairment charge of £362.2 million in relation to this reporting unit in the year ended December 31, 2008.

        As at December 31, 2008, we performed our annual impairment review of the goodwill recognized in our former Cable segment and concluded that its fair value exceeded its carrying value.

Interest Income and Other, Net

        For the year ended December 31, 2009, interest income and other decreased to £6.2 million from £26.1 million for the year ended December 31, 2008, primarily as a result of lower interest rates and lower cash balances.

Interest Expense

        For the year ended December 31, 2009, interest expense decreased to £455.1 million from £499.4 million for the same period in 2008, mainly as a result of lower interest rates and lower debt balances following the prepayments made in 2008.

        We paid cash interest of £404.2 million for the year ended December 31, 2009 and £515.8 million for the year ended December 31, 2008. The decrease in cash interest payments was primarily due to differences in the timing of interest payments on our senior credit facility, together with lower interest rates and debt balances as described above.

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Loss on Extinguishment of Debt

        For the year ended December 31, 2009, loss on extinguishment of debt was £54.5 million which related to the write off of deferred financing costs as a result of the partial repayments of our senior credit facility in 2009 and the call premium totaling £30.3 million on the repayment of a portion of the senior notes due 2014. For the year ended December 31, 2008, loss on extinguishment of debt was £9.6 million which related to the write off of deferred financing costs as a result of the prepayment of £804.0 million under our senior credit facility during 2008.

Share of Income From Equity Investments

        For the year ended December 31, 2009, share of income from equity investments was £14.1 million as compared with income of £14.4 million for the same period in 2008. The share of income from equity investments in the years ended December 31, 2009 and 2008 was largely comprised of our proportionate share of the income earned by UKTV, which was partially offset by our share of the losses incurred by Setanta Sports News. Setanta Sports News ceased broadcasting on June 23, 2009 when Setanta Sports Limited entered administration. See Segmental Results of Operations for the Years Ended December 31, 2009 and 2008—Television Channel Joint Ventures.

(Losses) Gains on Derivative Instruments

        The losses on derivative instruments of £114.5 million in the year ended December 31, 2009, were mainly driven by the U.S. dollar and euro weakening against the pound sterling in the first six months of the year, which resulted in a reduction in the fair value of the U.S. dollar and euro denominated cross-currency interest rate swaps not designated as hedges for accounting purposes. The gain on derivative instruments of £283.7 million in the year ended December 31, 2008, mainly related to unrealized gains from the recognition of favorable mark to market changes in U.S. dollar and euro denominated cross-currency interest rate swaps which are not designated as accounting hedges but do economically mitigate the risk of certain exposures denominated in U.S. dollars and euros.

Foreign Currency Gains (Losses)

        For the year ended December 31, 2009, foreign currency gains were £124.3 million as compared with losses of £403.6 million for the same period in 2008. The foreign currency gains in the year ended December 31, 2009 were primarily due to the strengthening of the pound sterling which occurred in the first six months of the year relative to the U.S. dollar and euro and related foreign exchange gains on the principal portion of our U.S. dollar convertible senior note, which is unhedged, and the U.S. dollar and euro denominated tranches of the senior credit facility. The foreign currency losses in the year ended December 31, 2008 were largely comprised of net unrealized losses resulting from unfavorable exchange movements totaling £364.0 million on our U.S. dollar and euro denominated debt, including a £171.1 million unfavorable exchange rate movement on the principal portion of our U.S. dollar denominated convertible senior notes which is unhedged.

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Income Tax Benefit

        For the year ended December 31, 2009, income tax benefit was £2.5 million as compared with £6.8 million for the same period in 2008. The 2009 and 2008 tax benefit was comprised of (in millions):

	2009			2008
U.S. state and local income tax	£	(0.1	)	£	—
Foreign tax		4.9			4.7
Deferred U.S. income tax		(3.8	)		(1.1	)
Deferred foreign tax		—			3.4
Alternative minimum tax		1.5			(0.2	)
Total	£	2.5		£	6.8

        In 2009, we received refunds of £0.1 million in respect of U.S. state and local taxes. In 2008, we received refunds of £1.3 million in respect of pre-acquisition periods of Virgin Mobile, and we paid £0.1 million in respect of U.S. state and local taxes in 2008.

Loss From Continuing Operations

        For the year ended December 31, 2009, loss from continuing operations decreased to £335.0 million from a loss of £853.4 million for the same period in 2008 due to the factors discussed above.

Loss From Discontinued Operations

        For the year ended December 31, 2009, net loss from discontinued operations was £22.8 million compared with a loss of £66.6 million for the year ended December 31, 2008. Included in the loss for the year ended December 31, 2008 is an impairment loss of goodwill and intangible assets related to our sit-up business.

        In September 2008, our sit-up reporting unit received notification that one of its two licenses to broadcast over Freeview digital terrestrial television would not be renewed in January 2009. Along with this, the downturn in the economy had a negative impact on sit-up's business. Management performed a review of the implications of these changes on sit-up's business model and, as a result, an interim goodwill impairment review was performed. This review resulted in an impairment charge being recognized of £14.9 million in relation to intangible assets and £39.9 million in relation to goodwill in the year ended December 31, 2008. These impairment charges are included within the loss from discontinued operations.

Loss From Continuing Operations Per Share

        Basic and diluted loss from continuing operations per common share for the year ended December 31, 2009 was £1.02 compared to £2.60 for the year ended December 31, 2008. Basic and diluted loss per share is computed using a weighted average of 328.8 million shares issued and outstanding in the year ended December 31, 2009 and a weighted average of 328.0 million shares issued and outstanding for the same period in 2008. Options, warrants, shares issuable under the convertible senior notes and shares of restricted stock held in escrow outstanding at December 31, 2009 and 2008 are excluded from the calculation of diluted loss per share, since these securities are anti-dilutive.

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Contingent Losses

        Our revenue generating activities are subject to VAT. The U.K. tax authorities are seeking to challenge our VAT treatment of certain of these activities. As a result, we have estimated a loss contingency totaling £27.9 million as of December 31, 2009 that we have not accrued for since we do not deem it to be probable. The Company does not believe the tax authorities' position has merit and will contest the issue vigorously.

Segmental Results of Operations for the Years Ended December 31, 2009 and 2008

        A description of the products and services, as well as financial data, for each segment can be found in note 18 to the consolidated financial statements of Virgin Media Inc. The reportable segments disclosed in this document are based on our management organizational structure as of December 31, 2009.

        Segment contribution, which is operating income (loss) before network operating costs, corporate costs, depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, is management's measure of segment profit. Segment contribution excludes the impact of certain costs and expenses that are not directly attributable to the reporting segments, such as the costs of operating the network, corporate costs, depreciation and amortization. Restructuring and other charges, and goodwill and intangible asset impairments, are excluded from segment contribution as management believes they are not characteristic of our underlying business operations. Assets are reviewed on a consolidated basis and are not allocated to segments for management reporting since the primary asset of the business is the cable network infrastructure which is shared by our Consumer and Business segments.

        We have changed the description that we previously used for "Revenue Generating Units" (RGUs) to "Products". There is no change to the definition or calculation. We have changed the description that we previously used for "on-net" and "off-net" to "cable" and "non-cable" respectively. There is no change to the definition.

Consumer Segment

        The summary combined results of operations of our Consumer segment for the years ended December 31, 2009 and 2008 were as follows (in millions):

	Year ended December 31,
	2009		2008
Revenue		£3,083.1		£3,029.0
Segment contribution		1,841.9		1,803.6

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Revenue

        Our Consumer segment revenue by customer type for the years ended December 31, 2009 and 2008 was as follows (in millions):

		Year ended December 31,
						Increase/ (Decrease)
		2009		2008
Revenue:
	Cable		£2,488.5		£2,396.7		3.8	%
	Mobile(1)		535.9		570.0		(6.0	)
	Non-cable		58.7		62.3		(5.8	)
Total revenue			£3,083.1		£3,029.0		1.8	%

(1)

Includes equipment revenue stated net of discounts earned through service usage.

        For the year ended December 31, 2009, revenue from our Consumer segment customers increased by 1.8% to £3,083.1 million from revenue of £3,029.0 million for the year ended December 31, 2008. This increase was primarily due to an increase in cable revenue partially offset by decreases in mobile and non-cable revenues.

        The increase in cable revenue was primarily due to selective telephony, broadband and television price increases as well as additional subscribers to our television, broadband and fixed line telephone services partially offset by reduction in telephony usage and higher price discounting to stimulate customer activity and retention in light of competitive factors in the marketplace.

        Cable ARPU was £44.81 for the three months ended December 31, 2009 and £42.34 for the three months ended December 31, 2008. The increase in cable ARPU was mainly due to the selective price increases and successful up-selling and cross-selling to existing customers, partially offset by declining telephony usage and, to a lesser extent, higher price discounting as discussed above. Our focus on acquiring new bundled customers and on cross-selling to existing customers is shown by cable products per customer increasing to 2.46 at December 31, 2009 from 2.40 at December 31, 2008 and by "triple-play" penetration growing to 60.5% at December 31, 2009 from 55.9% at December 31, 2008. A triple-play customer is a customer who subscribes to all three of our television, broadband and fixed line telephone cable services.

        For the year ended December 31, 2009, mobile revenue decreased to £535.9 million from £570.0 million for the same period in 2008. The decrease was primarily attributable to lower prepay revenue as a result of a decline in the numbers of prepay subscribers by 469,000, or 17.4%, during 2009, partially offset by increased contract revenue driven mainly by an increase in the number of contract subscribers by 300,300 in the year and a small increase in equipment revenue. Mobile revenue was also adversely impacted by lower mobile termination rates that came into force following regulatory changes in April 2009, which resulted in the reduction in revenue generated by certain call types through our mobile services. The change in regulated mobile termination rates also resulted in lower interconnect costs within our Consumer and Business segments.

        Mobile ARPU increased to £14.00 for the three months ended December 31, 2009 from £13.35 for the three months ended December 31, 2008. The increase was primarily due to increased usage of voice and texts, partially offset by declining rates for those services, and the increased proportion of our higher value contract customers relative to the total number of mobile customers which rose to 29.9% at December 31, 2009 from 19.4% at December 31, 2008.

        Non-cable revenue for the year ended December 31, 2009 decreased to £58.7 million from £62.3 million for the year ended December 31, 2008. The decrease was mainly due to a decline in

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revenue from customers for dial-up internet packages which have not been sold since June 30, 2008, other rate decreases on bundled services introduced towards the end of 2008 and the introduction of acquisition discounts in the year ended December 31, 2009, partially offset by growth in revenue from new service offerings which were launched in August 2009 as discussed further in Summary Non-cable Statistics below.

Consumer Segment Contribution

        For the year ended December 31, 2009, Consumer segment contribution increased to £1,841.9 million from £1,803.6 million for the year ended December 31, 2008. This increase was primarily due to the net increase in cable revenue, as described above, and lower telephony costs resulting from lower telephony usage, partially offset by higher price discounting, increased costs of wireless routers introduced during 2008 and increased television carriage costs related to our agreement with BSkyB, together with the net decline in revenue from our mobile customers, as described above.

Summary Cable Statistics

        Selected statistics for our cable customers, for the three months ended December 31, 2009 as well as the four prior quarters, are set forth in the table below. Our net customer movement for the three months ended December 31, 2009 was an increase of 28,600 customers being the net of gross additions and disconnections (net additions). The increase in net additions compared with the three months ended December 31, 2008 was primarily the result of higher gross additions and fewer disconnections which we believe is the result of improved product propositions in recent periods. Customer churn remained relatively stable throughout the years ended December 31, 2009 and 2008 and average monthly churn was 1.2% in both the three months ended December 31, 2009 and 2008. The total

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number of cable products grew to 11,727,600 at December 31, 2009 from 11,403,000 at December 31, 2008, representing a net increase in products of 324,600.

			Three months ended
			December 31, 2009			September 30, 2009			June 30, 2009			March 31, 2009			December 31, 2008
Opening customers				4,744,200			4,736,100			4,762,300			4,755,200			4,740,400
Customer additions				198,600			213,800			159,500			167,200			192,600
Customer disconnects				(170,000	)		(205,700	)		(185,700	)		(160,100	)		(177,800	)
Net customer movement				28,600			8,100			(26,200	)		7,100			14,800
Closing customers				4,772,800			4,744,200			4,736,100			4,762,300			4,755,200
Cable churn(1)				1.2	%		1.5	%		1.3	%		1.1	%		1.2	%
Cable products(2):
	Television			3,743,200			3,709,000			3,672,000			3,651,600			3,621,000
		DTV (included in Television)		3,656,200			3,599,300			3,543,300			3,510,400			3,469,000
		ATV (included in Television)		87,000			109,700			128,700			141,200			152,000
	Telephone			4,146,600			4,120,000			4,104,000			4,108,300			4,099,200
	Broadband			3,837,800			3,774,200			3,735,200			3,730,100			3,682,800
Total cable products				11,727,600			11,603,200			11,511,200			11,490,000			11,403,000
Cable products/Customer				2.46	x		2.45	x		2.43	x		2.41	x		2.40	x
Triple-play penetration				60.5	%		59.5	%		58.3	%		57.0	%		55.9	%
Cable Average Revenue Per User(3)(4)			£	44.81		£	44.24		£	43.27		£	42.29		£	42.34
Cable ARPU calculation:
Cable revenue (millions)(4)			£	640.1		£	627.6		£	616.8		£	604.0		£	603.5
Average customers				4,761,900			4,728,300			4,751,600			4,761,000			4,751,000

(1)

Customer churn is calculated by taking the total disconnects during the month (excluding any data cleanse activity) and dividing them by the average number of customers during the month. Average monthly churn during a quarter is the average of the three monthly churn calculations within the quarter.

(2)

Each telephone, television and broadband internet subscriber directly connected to our network counts as one product. Accordingly, a subscriber who receives both telephone and television service counts as two products. Products may include subscribers receiving some services for free or at a reduced rate in connection with promotional offers.

(3)

The monthly cable average revenue per user, or cable ARPU, is calculated on a quarterly basis by dividing total revenue generated from the provision of telephone, television and internet services to customers who are directly connected to our network in that period together with revenue generated from our customers using our virginmedia.com website, exclusive of VAT, by the average number of customers directly connected to our network in that period divided by three.

(4)

As a result of the treatment of sit-up as discontinued operations and the retroactive adjustment of prior periods, cable revenue and cable ARPU have increased as we previously eliminated revenue earned from sit-up on consolidation.

Summary Mobile Statistics

        Selected statistics for our mobile customers, for the three months ended December 31, 2009 as well as for the four prior quarters, are set forth in the table below. Between December 31, 2009 and December 31, 2008, the number of mobile customers decreased by a net 168,700 customers. Contract customer net gains of 300,300 were offset by net losses of 469,000 prepay customers. The growth in contract customers reflects the drive for "quad-play" packages through cross-selling with our cable products. The decline in prepay customers reflects increased competition in the prepay market and our

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strategy not to focus heavily on retaining market share in the prepay market due to higher churn, low tariffs and lower overall lifetime value.

	Three months ended
	December 31, 2009			September 30, 2009			June 30, 2009			March 31, 2009			December 31, 2008
Contract mobile customers(1):
Opening contract mobile customers		872,600			784,600			712,300			649,400			578,600
Net contract mobile customer additions		77,100			88,000			72,300			62,900			70,800
Closing contract mobile customers		949,700			872,600			784,600			712,300			649,400
Prepay mobile customers (30 days)(1):
Opening prepay mobile customers		2,323,300			2,449,500			2,556,000			2,694,000			2,854,200
Net prepay mobile customer additions (disconnections)		(98,300	)		(126,200	)		(106,500	)		(138,000	)		(160,200	)
Closing prepay mobile customers (30 days)		2,225,000			2,323,300			2,449,500			2,556,000			2,694,000
Total closing mobile customers(1)		3,174,700			3,195,900			3,234,100			3,268,300			3,343,400
Mobile average revenue per user(2)	£	14.00		£	13.41		£	12.43		£	13.14		£	13.35
Mobile ARPU calculation:
Mobile service revenue (millions)	£	132.9		£	129.3		£	121.2		£	129.4		£	134.6
Average mobile customers		3,164,400			3,213,600			3,251,400			3,283,000			3,360,400

(1)

Mobile customer information is for active customers. Prepay customers are defined as active customers if they have made an outbound call or text in the preceding 30 days. Contract customers are defined as active customers if they have entered into a contract with Virgin Mobile for a minimum 30-day period and have not been disconnected. Contract mobile customers include customers who have taken either a mobile service or a mobile broadband contract.

(2)

Mobile monthly average revenue per user, or Mobile ARPU, is calculated on a quarterly basis by dividing mobile service revenue (contract and prepay) for the period by the average number of active customers (contract and prepay) for the period, divided by three.

Summary Non-cable Statistics

        Selected statistics for our residential customers, for the three months ended December 31, 2009 as well as for the four prior quarters, that are not connected directly through our cable network, or non-cable customers, are set forth in the table below. Total non-cable products increased by 48,000 during the year ended December 31, 2009. This increase in non-cable products is primarily due to improvements in both broadband and telephone net additions due to the launch of wholesale line rental in August which allows us to offer a telephone line rental services bundled with our broadband

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services, which we believe makes our products more attractive to our customers, and new flexible customer propositions.

		Three months ended
		December 31, 2009		September 30, 2009		June 30, 2009			March 31, 2009			December 31, 2008
Opening customers			255,200		245,500		247,100			251,900			260,200
Net customer movements			12,000		9,700		(1,600	)		(4,800	)		(8,300	)
Closing customers			267,200		255,200		245,500			247,100			251,900
Opening non-cable products:
	Telephone		124,900		112,500		109,000			105,500			104,900
	Broadband		253,200		245,700		247,000			252,000			260,100
			378,100		358,200		356,000			357,500			365,000
Net non-cable product additions (disconnections):
	Telephone		14,900		12,400		3,500			3,500			600
	Broadband		12,500		7,500		(1,300	)		(5,000	)		(8,100	)
			27,400		19,900		2,200			(1,500	)		(7,500	)
Closing non-cable products:
	Telephone		139,800		124,900		112,500			109,000			105,500
	Broadband		265,700		253,200		245,700			247,000			252,000
			405,500		378,100		358,200			356,000			357,500

Business Segment

        The summary combined results of operations of our Business segment for the years ended December 31, 2009 and 2008 were as follows (in millions):

	Year ended December 31,
	2009		2008
Revenue		£580.8		£626.0
Inter segment revenue		—		0.4
Segment contribution		339.7		335.2

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Revenue

        Our Business segment revenue for the years ended December 31, 2009 and 2008 was comprised of (in millions):

			Year ended December 31,
							Increase/ (Decrease)
			2009		2008
Revenue:
	Retail:
		Voice		£176.5		£190.8		(7.5	)%
		Data		213.7		190.9		11.9
		LAN solutions and other		36.7		61.6		(40.4	)
				426.9		443.3		(3.7	)
	Wholesale			153.9		182.7		(15.8	)
Total revenue				£580.8		£626.0		(7.2	)%

        For the year ended December 31, 2009, revenue from business customers decreased by 7.2% to £580.8 million from £626.0 million for the year ended December 31, 2008. The decrease was attributable to declines in retail voice, Local Area Network (LAN) solutions and wholesale revenues, partially offset by growth in retail data revenue. Retail voice revenue decreased mainly as a result of declining telephony usage. Our strategy is to replace this declining voice revenue with increasing data revenue. Retail data revenue represented 50.1% of the retail business revenue for the year ended December 31, 2009 compared with 43.1% for the year ended December 31, 2008.

        LAN solutions and other revenue in the year ended December 31, 2009 was £36.7 million compared to £61.6 million for the year ended December 31, 2008. The majority of this revenue is from infrastructure projects which are non-recurring in nature. Our largest infrastructure project was the provision of telecommunication network equipment for Heathrow airport's new Terminal 5 which contributed £0.4 million of revenue in the year ended December 31, 2009 compared to £21.0 million in the year ended December 31, 2008. This contract, however, operated at a lower margin and, consequently, it did not have a significant impact on Business segment contribution.

        Wholesale revenue decreased mainly as a result of the loss of certain lower margin contracts and wholesale voice customers.

Business Segment Contribution

        For the year ended December 31, 2009, Business segment contribution increased to £339.7 million from £335.2 million for the year ended December 31, 2008. The increase in segment contribution was due primarily to the result of higher margin retail data contracts and wholesale revenue contracts replacing lower margin voice and infrastructure projects.

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Content Segment

        The summary results of operations of our Content segment, which, following the disposal of our sit-up reporting unit, represents solely our Virgin Media TV operations for the years ended December 31, 2009 and 2008 were as follows (in millions):

	Year ended December 31,
	2009		2008
Revenue		£140.5		£121.8
Inter segment revenue		27.3		25.7
Segment contribution		11.8		(4.6	)

Revenue

        For the year ended December 31, 2009, Content segment revenue increased by 15.4% to £140.5 million from £121.8 million for the year ended December 31, 2008. This increase was primarily due to increased carriage revenue as a result of the carriage agreement entered into in November 2008 with BSkyB for continued and extended carriage of our Virgin Media TV channels on its satellite platform at higher rates than under the previous contract, partially offset by reduced advertising revenue in a declining TV advertising market, although Virgin Media TV increased its overall share of the TV advertising market.

Content Segment Contribution

        For the year ended December 31, 2009, Content segment contribution increased to £11.8 million from a loss of £4.6 million for the same period in 2008. This increase is mainly due to the increase in carriage revenue resulting from the BSkyB agreement referred to above partially offset by the decrease in TV advertising revenue and a small increase in programming investment.

Television Channel Joint Ventures

        We own 50% of the companies that comprise UKTV, a group of joint ventures formed with BBC Worldwide. UKTV produces a portfolio of television channels based on the BBC's program library and other acquired programming and which are carried on Virgin Media's cable platform and also satellite. Some channels are also available on Freeview.

        We account for our interest in UKTV under the equity method and recognized a share of net income of £16.5 million and £18.7 million in the years ended December 31, 2009 and 2008, respectively. At December 31, 2009, our investment in UKTV was carried on the consolidated balance sheet at £359.9 million, which includes outstanding loans totaling £129.3 million.

        UKTV receives financing through loans from Virgin Media, which totaled £129.3 million at December 31, 2009. These loans effectively act as a revolving facility for UKTV. We received cash payments from UKTV in the form of loan capital repayments of £12.5 million for the year ended December 31, 2009. We received dividends, interest payments and payments for consortium tax relief from UKTV totaling £8.6 million during 2009.

        Additionally, we recorded a loss of £2.4 million and £4.3 million in the years ended December 31, 2009 and 2008, respectively, from our investment in our joint venture with Setanta Sports News. Setanta Sports News ceased broadcasting in June 2009 and we are in process of winding up this business.

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Consolidated Results of Operations for the Years Ended December 31, 2008 and 2007

Revenue

        For the year ended December 31, 2008, revenue decreased by 1.6% to £3,776.8 million from £3,838.6 million for the same period in 2007. This decrease was primarily due to lower revenue in our Consumer segment, driven by declining cable telephony usage, increased price discounting due to increased competition, and lower mobile revenue mainly due to lower prepay revenue as a result of fewer customers, and lower Business segment revenue. This reduction was partially offset by an increase in revenue in our Content segment. See further discussion of our Consumer, Business and Content segments below.

Operating Costs

        For the year ended December 31, 2008, operating costs, including network expenses, decreased slightly to £1,647.1 million from £1,652.2 million during the same period in 2007. This decrease was primarily attributable to decreased cost of sales in our Consumer and Business segments partially offset by increased cost of sales in our Content segment. Lower employee, facilities and other network costs and reduced commissions and equipment costs related to mobile equipment sales were partially offset by increased interconnect costs related to our mobile services and increased programming costs in our Content segment following the launch of our Virgin1 channel in the fourth quarter of 2007.

Selling, General and Administrative Expenses

        For the year ended December 31, 2008, selling, general and administrative expenses decreased to £828.0 million from £906.0 million for the same period in 2007. This decrease was primarily attributable to lower employee costs mainly as a result of fewer employees, lower bad debt expense and a reduction in costs in relation to marketing and our rebrand to Virgin Media in 2007. The decrease was partially offset by increased professional charges.

Restructuring and Other Charges

        For the year ended December 31, 2008, restructuring and other charges decreased to £22.7 million from £28.7 million for the same period in 2007. Restructuring and other charges in the year ended December 31, 2008 related primarily to contract and lease exit costs in connection with the restructuring program initiated in the last quarter of 2008 as discussed below. Restructuring and other charges in the year ended December 31, 2007 related primarily to employee termination costs and lease exit costs in connection with our restructuring programs initiated in respect of the reverse acquisition of Telewest.

        During the fourth quarter of 2008, we commenced the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating inefficiencies in order to create a fully-integrated, customer-focused organization. This plan will involve the incurrence of substantial operating and capital expenditures, including certain costs which we expect to treat as restructuring costs under the Exit or Disposal Cost Obligations of the FASB ASC.

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        The following table summarizes our historical restructuring accruals, the restructuring accruals resulting from the acquisitions made by us during 2006 and the restructuring plan announced in 2008 (in millions):

	Historical Restructuring Accruals			2006 Acquisition Restructuring Accruals						2008 Restructuring Accruals
	Lease Exit Costs			Involuntary Employee Termination and Related Costs			Lease Exit Costs			Involuntary Employee Termination and Related Costs		Lease and Contract Exit Costs		Total
Balance, December 31, 2007	£	35.9		£	12.6		£	41.1		£	—	£	—	£	89.6
Charged to expense		2.3			—			3.4			2.0		14.0		21.7
Revisions		(1.0	)		(1.7	)		3.7			—		—		1.0
Utilized		(20.7	)		(10.9	)		(9.7	)		—		—		(41.3	)
Balance, December 31, 2008	£	16.5		£	—		£	38.5		£	2.0	£	14.0	£	71.0

Depreciation Expense

        For the year ended December 31, 2008, depreciation expense decreased to £902.8 million from £922.3 million for the same period in 2007. This decrease was primarily as a result of fixed assets becoming fully depreciated, partially offset by increases in depreciation in respect of new fixed assets, relating particularly to the upgrade and expansion of our networks, and changes in the useful economic lives of certain asset categories with effect from January 1, 2008.

Amortization Expense

        For the year ended December 31, 2008, amortization expense decreased to £285.8 million from £301.0 million for the same period in 2007. The decrease in amortization expense related primarily to the final amortization of certain intangible assets, partially offset by the reduction in the remaining useful economic lives of certain intangible assets with effect from January 1, 2008.

Goodwill and Intangible Asset Impairments

        We performed our annual impairment review for our former Mobile, Virgin Media TV and sit-up reporting units as at June 30, 2008. As a result of this review we concluded that the fair values of the Virgin Media TV and sit-up reporting units exceeded their carrying value, while the Mobile reporting unit's fair value was less than its carrying value. As at December 31, 2008, we performed our annual impairment review of the goodwill recognized in our former Cable segment and concluded that its fair value exceeded its carrying value.

        The fair value of the Mobile reporting unit was determined through the use of a combination of both market and income valuation approaches to calculate fair value. The market approach valuations in respect of the Mobile reporting unit declined from the prior year primarily as a result of declining market multiples of comparable companies. The income approach valuations in respect of the Mobile reporting unit declined as a result of a combination of an increased discount rate, a reduced terminal value multiple and reduced long term cash flow estimates. As a result, we recorded an impairment charge of £362.2 million in relation to this reporting unit in the year ended December 31, 2008.

Interest Income and Other, Net

        For the year ended December 31, 2008, interest income and other increased to £26.1 million from £18.3 million for the year ended December 31, 2007, primarily as a result of higher interest income

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receivable on higher cash balances during the year, together with the non-recurrence in 2008 of losses incurred in 2007 on disposal of fixed assets. In 2007, interest income and other included gains on disposal of investments of £8.1 million, offset by losses on disposal of fixed assets of £18.8 million.

Interest Expense

        For the year ended December 31, 2008, interest expense decreased to £499.4 million from £514.1 million for the same period in 2007, mainly as a result of reductions in certain loan obligations following voluntary repayments under our senior credit facility in December 2007 and April 2008, partially offset by interest on the new convertible senior notes issued in April 2008 which funded the repayment of higher cost bank debt.

        We paid cash interest of £515.8 million for the year ended December 31, 2008 and £486.9 million for the year ended December 31, 2007. The increase in cash interest payments resulted from changes in the timing of interest payments.

Loss on Extinguishment of Debt

        For the year ended December 31, 2008, loss on extinguishment of debt was £9.6 million which related to the write off of deferred financing costs as a result of the prepayment of £804.0 million under our senior credit facility during the year. For the year ended December 31, 2007, loss on extinguishment of debt was £3.2 million which related to the write off of deferred financing costs as a result of the prepayment of £273.6 million under our senior credit facility during the year.

Share of Income From Equity Investments

        For the year ended December 31, 2008, share of income from equity investments was £14.4 million as compared with income of £17.7 million for the same period in 2007. The share of income from equity investments in the years ended December 31, 2008 and 2007 was largely comprised of our proportionate share of the income earned by UKTV, which was partially offset by the losses incurred by Setanta Sports News. See Segmental Results of Operations for the Years Ended December 31, 2008 and 2007—Television Channel Joint Ventures.

Gains (Losses) on Derivative Instruments

        The gain on derivative instruments of £283.7 million in the year ended December 31, 2008, mainly related to unrealized gains from the recognition of favorable mark to market changes in U.S. dollar and euro denominated cross-currency interest rate swaps which are not designated as accounting hedges but do economically mitigate the risk of certain exposures denominated in U.S. dollars and euros. The loss on derivative instruments of £2.5 million in the year ended December 31, 2007, primarily related to unrealized losses on cross-currency interest rate swaps not designated as hedges offset by hedge ineffectiveness on certain interest rate swaps. See Derivative Instruments and Hedging Activities.

Foreign Currency (Losses) Gains

        For the year ended December 31, 2008, foreign currency losses were £403.6 million as compared with gains of £5.1 million for the same period in 2007. The foreign currency losses in the year ended December 31, 2008 were largely comprised of net unrealized losses resulting from unfavorable exchange movements totaling £364.0 million on our U.S dollar and euro denominated debt, including a £171.1 million unfavorable exchange rate movement on the principal portion of our U.S. dollar denominated convertible senior notes which is unhedged. The foreign currency transaction gains in the year ended December 31, 2007 were largely comprised of favorable exchange rate movements on our U.S. dollar denominated debt and payables.

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Income Tax Benefit (Expense)

        For the year ended December 31, 2008, income tax benefit was £6.8 million as compared with an expense of £2.5 million for the same period in 2007. The 2008 tax benefit and 2007 tax expense was comprised of (in millions):

	2008			2007
U.S. state and local income tax	£	—		£	0.6
Foreign tax		4.7			4.9
Deferred U.S. income tax		(1.1	)		(7.6	)
Deferred foreign tax		3.4			—
Alternative minimum tax		(0.2	)		(0.4	)
Total	£	6.8		£	(2.5	)

        In 2008, we received refunds of £1.3 million in respect of pre-acquisition periods of Virgin Mobile. We paid £0.1 million in respect of U.S. state and local taxes. In 2007, we received refunds of £7.9 million in respect of pre-acquisition periods of Virgin Mobile and £0.4 million of U.S. federal income tax relating to pre-acquisition periods of Telewest. We paid £0.6 million of U.S alternative minimum tax in 2007.

Loss From Continuing Operations

        For the year ended December 31, 2008, loss from continuing operations increased to £853.4 million from a loss of £452.8 million for the same period in 2007 due to the factors discussed above.

Loss From Discontinued Operations

        For the year ended December 31, 2008, net loss from discontinued operations was £66.6 million compared with a loss of £10.7 million for the year ended December 31, 2007. Included in the loss for the year ended December 31, 2008 is an impairment loss of goodwill and intangible assets related to our sit-up business.

        In September 2008, our sit-up reporting unit received notification that one of its two licenses to broadcast over Freeview digital terrestrial television would not be renewed in January 2009. Along with this, the downturn in the economy had a negative impact on sit-up's business. Management performed a review of the implications of these changes on sit-up's business model and, as a result, an interim goodwill impairment review was performed. This review resulted in an impairment charge being recognized of £14.9 million in relation to intangible assets and £39.9 million in relation to goodwill in the year ended December 31, 2008. These impairment charges are included within the loss from discontinued operations.

Loss From Continuing Operations Per Share

        Basic and diluted loss from continuing operations per common share for the year ended December 31, 2008 was £2.60 compared to £1.39 for the year ended December 31, 2007. Basic and diluted loss per share is computed using a weighted average of 328.0 million shares issued and outstanding in the year ended December 31, 2008 and a weighted average of 325.9 million shares issued and outstanding for the same period in 2007. Options, warrants, shares issuable under the convertible senior notes and shares of restricted stock held in escrow outstanding at December 31, 2008 and 2007 are excluded from the calculation of diluted loss per share, since these securities are anti-dilutive.

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Segmental Results of Operations for the Years Ended December 31, 2008 and 2007

Consumer Segment

        The summary combined results of operations of our Consumer segment for the years ended December 31, 2008 and 2007 were as follows (in millions):

	Year ended December 31,
	2008		2007
Revenue		£3,029.0		£3,087.3
Segment contribution		1,803.6		1,805.4

Revenue

        Our Consumer segment revenue by customer type for the years ended December 31, 2008 and 2007 was as follows (in millions):

		Year ended December 31,
						Increase/ (Decrease)
		2008		2007
Revenue:
	Cable		£2,396.7		£2,421.8		(1.0	)%
	Mobile(1)		570.0		597.6		(4.6	)%
	Non-cable		62.3		67.9		(8.2	)%
Total revenue			£3,029.0		£3,087.3		(1.9	)%

(1)

Includes equipment revenue stated net of discounts earned through service usage.

        For the year ended December 31, 2008, revenue from our Consumer segment customers decreased by 1.9% to £3,029.0 million from revenue of £3,087.3 million for the year ended December 31, 2007. This decrease was primarily due to a reduction in cable fixed line telephony usage and higher price discounting to stimulate customer activity and retention in light of competitive factors in the marketplace, together with declining mobile revenue mainly as a result of lower prepay subscribers, and decreased non-cable revenue. In addition, in 2007 we took significant steps to increase alignment of the prices paid by our existing cable customers with the prices paid by new customers, the full year impact of which has been reflected in 2008. Partially offsetting these decreases have been increases in cable revenue from selective telephony and television price increases as well as from additional subscribers to our television, broadband and fixed line telephone services.

        Cable ARPU was unchanged at £42.34 for the three months ended December 31, 2008 and 2007. Increases in cable ARPU, mainly due to selective price increases and successful up-selling and cross-selling to existing customers, were offset by declining telephony usage and higher price discounting as discussed above. Our focus on acquiring new bundled customers and on cross-selling to existing customers is shown by cable products per customer increasing to 2.40 at December 31, 2008 from 2.29 at December 31, 2007 and by "triple-play" penetration growing to 55.9% at December 31, 2008 from 49.5% at December 31, 2007. A triple-play customer is a customer who subscribes to all three of our television, broadband and fixed line telephone services.

        For the year ended December 31, 2008, mobile revenue decreased to £570.0 million from £597.6 million for the same period in 2007. The decrease was primarily attributable to lower prepay revenue as a result of a decline in the numbers of prepay subscribers of 550,000 during 2008, partially offset by increased contract revenue driven mainly by an increase in the number of contract subscribers of 273,100 in the year. Also contributing to the decrease was a decline in equipment revenue mainly

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due to a reduction in the average price of handsets during the year, partially offset by increased volume of handset sales.

        Mobile ARPU increased slightly to £13.35 for the three months ended December 31, 2008 from £13.17 for the three months ended December 31, 2007. The increase was primarily due to the increased proportion of our higher value contract customers, relative to the total number of mobile customers, which rose to 19.4% at December 31, 2008 from 10.4% at December 31, 2007, partially offset by lower prepay usage in the three months ended December 31, 2008. As discussed below, as a result of our change in the definition of an active prepay mobile customer, the number of prepay mobile customers and mobile ARPU have been restated from those previously reported.

        Non-cable revenue for the year ended December 31, 2008 decreased to £62.3 million from £67.9 million for the year ended December 31, 2007. The decrease was mainly due to a decline in products partially due to the migration of the billing systems supporting these customers which delayed the introduction of new offerings until the latter end of 2008.

Consumer Segment Contribution

        For the year ended December 31, 2008, Consumer segment contribution decreased to £1,803.6 million from £1,805.4 million for the year ended December 31, 2007. This decrease is due to lower cable revenue, primarily as a result of higher price discounting and lower telephony usage, together with the decline in revenues from our mobile customers and non-cable customers, as described above. Partially offsetting these declines are lower expenses as a result of a reduction in marketing costs after our rebrand to Virgin Media in 2007, lower employee related costs, and lower direct operating costs as a result of lower revenues.

Summary Cable Statistics

        Selected statistics for our cable customers for the three months ended December 31, 2008 as well as the four prior quarters, are set forth in the table below. Our net customer movement for the three months ended December 31, 2008 was an increase of 14,800 customers being the net of gross additions and disconnections (net additions). The reduction in net additions compared with the three months ended December 31, 2007 was primarily the result of fewer gross additions which we believe may be due in part to the softer macroeconomic environment. Customer churn fell during recent periods, particularly in the three months ended March 31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008 during which our average monthly churn was 1.2%, 1.3%, 1.5% and 1.2%, respectively. These rates compare with the three months ended March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007, during which our average monthly churn was 1.6%, 1.8%,

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1.7% and 1.4%, respectively. The total number of cable products grew to 11,403,000 at December 31, 2008 from 10,923,400 at December 31, 2007, representing a net increase in products of 479,600.

			Three months ended
			December 31, 2008			September 30, 2008			June 30, 2008			March 31, 2008			December 31, 2007
Opening customers				4,740,400			4,741,200			4,779,600			4,774,700			4,750,300
Customer additions				192,600			214,600			167,900			181,400			225,100
Customer disconnects				(177,800	)		(206,300	)		(187,400	)		(176,500	)		(200,700	)
Net customer movement				14,800			8,300			(19,500	)		4,900			24,400
Data cleanse(1)				—			(9,100	)		(18,900	)		—			—
Closing customers				4,755,200			4,740,400			4,741,200			4,779,600			4,774,700
Cable churn(2)				1.2	%		1.5	%		1.3	%		1.2	%		1.4	%
Cable products(1)(3):
	Television			3,621,000			3,576,500			3,538,800			3,514,900			3,478,100
		DTV (included in Television)		3,469,000			3,407,900			3,353,500			3,311,400			3,253,500
	Telephone			4,099,200			4,078,600			4,063,500			4,060,400			4,031,400
	Broadband			3,682,800			3,625,700			3,563,400			3,502,300			3,413,900
Total cable products				11,403,000			11,280,800			11,165,700			11,077,600			10,923,400
Cable products/Customer				2.40	x		2.38	x		2.36	x		2.32	x		2.29	x
Triple-play penetration				55.9	%		54.7	%		53.1	%		51.3	%		49.5	%
Cable Average Revenue Per User(4)(5)			£	42.34		£	42.00		£	41.68		£	41.95		£	42.34
Cable ARPU calculation:
Cable revenue (millions)(5)			£	603.5		£	596.2		£	595.5		£	601.5		£	606.1
Average customers				4,751,000			4,731,800			4,762,900			4,780,200			4,771,700

(1)

Data cleanse activity with respect to August and September 2008 resulted in a decrease in reported customer numbers of 9,100 and a decrease in reported products of 6,800, comprised of decreases of approximately 6,400 Broadband, 300 Telephone and 100 Television products. Data cleanse activity reported with respect to the second quarter of 2008 resulted in a decrease in reported customer numbers of 18,900 and an increase in reported products of 5,300, comprised of an increase of approximately 6,500 Broadband products and decreases of approximately 300 Telephone and 900 Television products. These second quarter figures included a 4,600 decrease in reported customer numbers and a 9,200 decrease in reported products relating to data cleanse activity in July 2008.

(2)

Customer churn is calculated by taking the total disconnects during the month (excluding any data cleanse activity) and dividing them by the average number of customers during the month. Average monthly churn during a quarter is the average of the three monthly churn calculations within the quarter.

(3)

Each telephone, television and broadband internet subscriber directly connected to our network counts as one product. Accordingly, a subscriber who receives both telephone and television service counts as two products. Products may include subscribers receiving some services for free or at a reduced rate in connection with promotional offers.

(4)

The monthly cable average revenue per user, or cable ARPU, is calculated on a quarterly basis by dividing total revenue generated from the provision of telephone, television and internet services to customers who are directly connected to our network in that period together with revenue generated from our customers using our virginmedia.com website, exclusive of VAT, by the average number of customers directly connected to our network in that period divided by three. For the purpose of calculating cable ARPU, we have spread the data cleanse evenly over the three months of the quarter in which the data cleanse has been reported.

(5)

As a result of the treatment of sit-up as discontinued operations and the retroactive adjustment of prior periods, cable revenue and cable ARPU have increased as we previously eliminated revenues earned from sit-up on consolidation.

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Summary Mobile Statistics

        Selected statistics for our mobile customers, for the three months ended December 31, 2009 as well as the prior four quarters, are set forth in the table below. Between December 31, 2008 and December 31, 2007, the number of mobile customers decreased by a net 276,900 customers. Contract customer net gains of 273,100 were offset by net losses of 550,000 prepay customers. The growth in contract customers reflects the drive for "quad-play" packages through cross-selling with our cable products. The decline in prepay customers reflects increased competition in the prepay market and our strategy not to focus on the lower value end of the prepay market.

        During the three months ended June 30, 2009, we changed the definition of an active prepay mobile customer from one who had an outbound call or text in the preceding 90 days to one who had an outbound call or text in the preceding 30 days. Accordingly, opening prepay mobile customers, net prepay mobile customer additions (disconnections), data cleanse, closing prepay mobile customers, total closing mobile customers, mobile average revenue per user and average mobile customers have been restated in all of the three month periods set forth in the table below:

	Three months ended
	December 31, 2008			September 30, 2008			June 30, 2008			March 31, 2008			December 31, 2007
Contract mobile customers(1):
Opening contract mobile customers		578,600			491,600			435,700			376,300			328,800
Net contract mobile customer additions		70,800			78,300			55,900			59,400			47,500
Data cleanse(2)		—			8,700			—			—			—
		70,800			87,000			55,900			59,400			47,500
Closing contract mobile customers		649,400			578,600			491,600			435,700			376,300
Prepay mobile customers(1):
Opening prepay mobile customers		2,854,200			2,941,400			3,093,000			3,244,000			3,241,700
Net prepay mobile customer additions (disconnections)		(160,200	)		(98,100	)		(151,600	)		(109,000	)		2,300
Data cleanse(2)		—			10,900			—			(42,000	)		—
		(160,200	)		(87,200	)		(151,600	)		(151,000	)		2,300
Closing prepay mobile customers		2,694,000			2,854,200			2,941,400			3,093,000			3,244,000
Total closing mobile customers		3,343,400			3,432,800			3,433,000			3,528,700			3,620,300
Mobile average revenue per user(3)	£	13.35		£	13.60		£	13.34		£	12.61		£	13.17
Mobile ARPU calculation:
Mobile service revenue (millions)	£	134.6		£	139.9		£	139.3		£	134.5		£	142.0
Average mobile customers		3,360,400			3,427,500			3,481,500			3,556,300			3,593,900

(1)

Mobile customer information is for active customers. Prepay customers are defined as active customers if they have made an outbound call or text in the preceding 30 days. Contract customers are defined as active customers if they have entered into a contract with Virgin Mobile for a minimum 30-day period and have not been disconnected. Contract mobile customers include customers who have taken either a mobile service or a mobile broadband contract.

(2)

Data cleanse activity with respect to the three months ended September 30, 2008 resulted in an increase in contract and prepay mobile customer numbers as disclosed above. Data cleanse activity with respect to the three months ended March 31, 2008 resulted in a decrease in prepay mobile customers as disclosed above. Previously this data cleanse was shown within net prepay mobile customer additions (disconnects).

(3)

Mobile monthly average revenue per user, or Mobile ARPU, is calculated on a quarterly basis by dividing mobile service revenue (contract and prepay) for the period, by the average number of active customers (contract and prepay) for the period, divided by three. For the purpose of calculating Mobile ARPU, we have spread the data cleanse evenly over the three months of the quarter in which the data cleanse has been reported.

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Summary Non-cable Statistics

        Selected statistics for our residential customers that are not connected directly through our cable network, or non-cable customers, for the three months ended December 31, 2009 as well as for the four prior quarters are set forth in the table below. During November 2008, we rebranded our non-cable residential customers to Virgin Media National. Total non-cable products declined by 33,700 during the year ended December 31, 2008. This decline in non-cable products is partially due to the migration of the billing systems supporting these customers which has delayed the introduction of new offerings until the end of the year.

		Three months ended
		December 31, 2008			September 30, 2008			June 30, 2008			March 31, 2008			December 31, 2007
Opening non-cable products:
	Telephone		104,900			107,300			102,400			103,900			90,500
	Broadband		260,100			272,700			279,500			287,300			282,300
			365,000			380,000			381,900			391,200			372,800
Net non-cable product additions (disconnections):
	Telephone		600			(2,400	)		4,900			(1,500	)		13,400
	Broadband		(8,100	)		(12,600	)		(6,800	)		(7,800	)		5,000
			(7,500	)		(15,000	)		(1,900	)		(9,300	)		18,400
Closing non-cable products:
	Telephone		105,500			104,900			107,300			102,400			103,900
	Broadband		252,000			260,100			272,700			279,500			287,300
			357,500			365,000			380,000			381,900			391,200

Business Segment

        The summary combined results of operations of our Business segment for the years ended December 31, 2008 and 2007 were as follows (in millions):

	Year ended December 31,
	2008		2007
Revenue		£626.0		£641.8
Inter segment revenue		0.4		0.4
Segment contribution		335.2		338.4

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Revenue

        Our Business segment revenue for the years ended December 31, 2008 and 2007 was comprised of (in millions):

			Year ended December 31,
							Increase/ (Decrease)
			2008		2007
Revenue:
	Retail:
		Voice		£190.8		£214.6		(11.1	)%
		Data		190.9		170.6		11.9	%
		LAN solutions		61.6		67.3		(8.5	)%
				443.3		452.5		(2.0	)%
	Wholesale			182.7		189.3		(3.5	)%
Total revenue				£626.0		£641.8		(2.5	)%

        For the year ended December 31, 2008, revenue from business customers decreased by 2.5% to £626.0 million from £641.8 million for the year ended December 31, 2007. The decrease was attributable to declines in retail voice, Local Area Network (LAN) solutions and wholesale revenues, partially offset by growth in retail data revenue. Retail voice revenue decreased mainly as a result of declining telephony usage, as a result of which our strategy has been to replace this declining voice revenue with increasing data revenue. Retail data revenue represented 43.1% of the retail business revenue for the year ended December 31, 2008 compared with 37.7% for the year ended December 31, 2007.

        LAN solutions revenue in the year ended December 31, 2008 was £61.6 million compared to £67.3 million for the year ended December 31, 2007. The majority of this revenue is from infrastructure projects which are non-recurring in nature. Our largest infrastructure project was the provision of telecommunication network equipment for Heathrow airport's new Terminal 5 which contributed £21.0 million of revenue in the year ended December 31, 2008 compared to £27.9 million in the year ended December 31, 2007. This contract, however, operated at a lower margin and, consequently, it did not have a significant impact on Business segment contribution.

        Wholesale revenue decreased mainly as a result of fewer customers in a highly competitive market partly offset by stronger than usual customer equipment sales in the last three months of the year.

Business Segment Contribution

        For the year ended December 31, 2008, Business segment contribution decreased to £335.2 million from £338.4 million for the year ended December 31, 2007. The decline in revenue as described above was partially offset by related declines in directly attributable costs and indirect expenditure.

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Content Segment

        The summary results of operations of our Content segment, which, following the disposal of our sit-up reporting unit, represents solely our Virgin Media TV operations for the years ended December 31, 2008 and 2007 were as follows (in millions):

	Year ended December 31,
	2008			2007
Revenue		£121.8			£109.5
Inter segment revenue		25.7			24.4
Segment contribution		(4.6	)		8.4

Revenue

        For the year ended December 31, 2008, Content segment revenue increased by 11.2% to £121.8 million from £109.5 million for the year ended December 31, 2007. This increase was primarily due to increased advertising revenue, partially offset by the loss of revenue from our program rights licensing business which was disposed of in July 2007.

        On November 4, 2008, we signed a new carriage agreement with BSkyB for continued carriage of our Virgin Media TV channels on its satellite platform, effective from November 13, 2008. The new agreement provides for an increase in the annual carriage fee from £6.0 million to £30.0 million, plus a capped performance-based adjustment (allowing for maximum additional payment of up to £6.0 million and £8.0 million in years one and two, respectively, and up to £7.9 million in the final seven months of the term). The new carriage agreement expires in June 2011.

Content Segment Contribution

        For the year ended December 31, 2008, Content segment contribution decreased to a loss of £4.6 million from an income of £8.4 million for the same period in 2007. This decrease is mainly due to an increase in programming costs, particularly in respect of Virgin1, together with the non-recurrence in 2008 of gains totaling £13.0 million relating to the favorable settlement of certain long standing contractual issues in 2007.

Television Channel Joint Ventures

        We own 50% of the companies that comprise UKTV, a group of joint ventures formed with BBC Worldwide. UKTV produces a portfolio of television channels based on the BBC's program library and other acquired programming and which are carried on Virgin Media's cable platform and also satellite. Some channels are also available on Freeview.

        We account for our interest in UKTV under the equity method and recognized a share of net income of £18.7 million in each of the years ended December 31, 2008 and 2007. At December 31, 2008, our investment in UKTV was carried on the balance sheet at £353.5 million, which includes outstanding loans totaling £137.7 million.

        UKTV receives financing through loans from Virgin Media, which totaled £137.7 million at December 31, 2008. These loans effectively act as a revolving facility for UKTV. We received cash payments from UKTV in the form of loan capital repayments of £8.6 million for the year ended December 31, 2008. We received dividends, interest payments and payments for consortium tax relief from UKTV totaling £38.1 million during 2008.

        Additionally, we recorded a loss of £4.3 million and £1.0 million in the years ended December 31, 2008 and 2007, respectively, from our investment in our joint venture with Setanta Sports News.

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Consolidated Statement of Cash Flows

Years Ended December 31, 2009 and 2008

        For the year ended December 31, 2009, cash provided by operating activities increased to £900.6 million from £758.7 million for the year ended December 31, 2008. This increase was attributable to the improvements in operating results and lower cash interest payments. For the year ended December 31, 2009, cash paid for interest, exclusive of amounts capitalized, decreased to £404.2 million from £515.8 million during the same period in 2008. This decrease resulted from lower interest rates, lower debt levels due to repayments in 2008 and differences in the timing of interest payments under our senior credit facility.

        For the year ended December 31, 2009, cash used in investing activities increased to £572.3 million from £468.7 million for the year ended December 31, 2008. The cash used in investing activities in the years ended December 31, 2009 and 2008 mainly represented purchases of fixed assets. Purchases of fixed and intangible assets increased to £569.0 million for the year ended December 31, 2009 from £477.9 million for the same period in 2008, primarily due to lower use of finance leases for the acquisition of capital equipment together with increased scaleable infrastructure costs relating to broadband speed upgrades.

        Cash used in financing activities for the year ended December 31, 2009 was £69.7 million compared with cash used in financing activities of £427.3 million for the year ended December 31, 2008. For the year ended December 31, 2009, the principal uses of cash were the partial repayments under our senior credit facility and our senior notes due 2014, and capital lease payments, totaling £1,737.4 million, and the principal components of cash provided by financing activities were new borrowings from the issuance of our senior notes due 2016 and our senior notes due 2019, net of financing fees, of £1,610.2 million. For the year ended December 31, 2008, the principal uses of cash were the partial repayments under our senior credit facility and capital lease payments, totaling £846.3 million, and the principal components of cash provided by financing activities were new borrowings from the issuance of our convertible senior notes, net of financing fees, of £447.7 million. See further discussion under Liquidity and Capital Resources—Senior Credit Facility.

Years Ended December 31, 2008 and 2007

        For the year ended December 31, 2008, cash provided by operating activities increased to £758.7 million from £710.8 million for the year ended December 31, 2007. This increase was primarily attributable to an improvement in working capital, partially offset by an increase in cash paid for interest. For the year ended December 31, 2008, cash paid for interest, exclusive of amounts capitalized, increased to £515.8 million from £486.9 million during the same period in 2007. This increase resulted from changes in the timing of interest payments under our senior credit facility.

        For the year ended December 31, 2008, cash used in investing activities was £468.7 million compared with cash used in investing activities of £507.3 million for the year ended December 31, 2007. The cash used in investing activities in the years ended December 31, 2008 and 2007 mainly represented purchases of fixed assets. Purchases of fixed and intangible assets decreased to £477.9 million for the year ended December 31, 2008 from £533.7 million for the same period in 2007, reflecting a higher utilization of finance leases.

        Cash used in financing activities for the year ended December 31, 2008 was £427.3 million compared with cash used in financing activities of £302.5 million for the year ended December 31, 2007. For the year ended December 31, 2008, the principal uses of cash were the partial repayments under our senior credit facility and capital lease payments, totaling £846.3 million, and the principal components of cash provided by financing activities were new borrowings from the issuance of our convertible senior notes, net of financing fees, of £447.7 million. For the year ended December 31,

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2007, the principal uses of cash were the partial repayments of our senior credit facility and capital lease payments, totaling £1,170.8 million, and the principal components of cash provided by financing activities were new borrowings under our senior credit facility, net of financing fees, of £874.5 million. See further discussion under Liquidity and Capital Resources—Senior Credit Facility.

Liquidity and Capital Resources

        As of December 31, 2009, we had £5,974.7 million of debt outstanding, compared to £5,972.0 million as of September 30, 2009 and £6,170.1 million as of December 31, 2008, and £430.5 million of cash and cash equivalents, compared to £351.6 million as of September 30, 2009 and £181.6 million as of December 31, 2008. The decrease in debt from December 31, 2008 is primarily due to movements in exchange rates.

        Our business is capital intensive and we are highly leveraged. We have significant cash requirements for operating costs, capital expenditures and interest expense. The level of our capital expenditures and operating expenditures are affected by the significant amounts of capital required to connect customers to our network, expand and upgrade our network and offer new services. We expect that our cash on hand, together with cash from operations and amounts undrawn on our revolving credit facility, will be sufficient for our cash requirements through December 31, 2010. However, our cash requirements after December 31, 2010 may exceed these sources of cash. We have significant principal payments due in 2012 under our senior credit facility that could require a partial or comprehensive refinancing of our remaining senior credit facility, and the possible use of other debt instruments. Our ability to implement such a refinancing successfully would be significantly dependent on stable debt capital markets.

        On January 19, 2010, we issued approximately £1.5 billion equivalent aggregate principal amount of senior secured notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act. The notes were issued by our wholly owned subsidiary Virgin Media Secured Finance PLC in two tranches: $1.0 billion of 6.50% senior secured notes due 2018 and £875 million of 7.00% senior secured notes due 2018, collectively referred to as the senior secured notes. For more information see "—Senior Secured Notes" below. The net proceeds from the issuance of the senior secured notes were used to repay £1,453.0 million of our obligations under our senior credit facility.

        Our long term debt was issued by Virgin Media Inc. and certain of its subsidiaries that have no independent operations or significant assets other than investments in their respective subsidiaries. As a result, they will depend upon the receipt of sufficient funds from their respective subsidiaries to meet their obligations. In addition, the terms of our existing and future indebtedness and the laws of the jurisdictions under which our subsidiaries are organized limit the payment of dividends, loan repayments and other distributions from them under many circumstances.

        Our debt agreements contain restrictions on our ability to transfer cash between groups of our subsidiaries. As a result of these restrictions, although our overall liquidity may be sufficient to satisfy our obligations, we may be limited by covenants in some of our debt agreements from transferring cash to other subsidiaries that might require funds. In addition, cross default provisions in our other indebtedness may be triggered if we default on any of these debt agreements.

Senior Credit Facility

        Our senior credit facility, which matures in March 2013, is comprised of amortizing Tranche A term loan facilities, bullet repayment Tranche B and Tranche C term loan facilities and multi-currency revolving loan facilities. In June 2009, certain amendments to our senior credit facility became effective, including (i) the deferral of the remaining principal payments due to consenting lenders under existing

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Tranche A term loan facilities, through the transfer of those lenders' participations to new term loan facilities which mature in June 2012 and have no amortization payments prior to final maturity; (ii) the extension of the maturity of the existing revolving facility in respect of consenting lenders from March 2011 to June 2012, through the transfer of those lenders' participations to a new revolving facility, and (iii) the reset of certain financial covenant ratios. Lenders who did not individually consent to transfer their participations to the new A tranches and revolving facility remained in the existing A tranches and revolving facility.

        On October 30, 2009, we further amended our senior credit facility to, among other things, permit the issuance of an unlimited amount of senior secured notes, provided that 100% of the net proceeds of any issuance of senior secured notes are applied to repay debt under the senior credit facility. Any senior secured notes rank pari passu with the debt outstanding under the senior credit facility and the borrowers and guarantors under the senior credit facility are permitted to grant guarantees and security in respect of any senior secured notes. A covenant was also added to the senior credit facility that requires us to maintain outstandings and commitments under the senior credit facility in an aggregate principal amount of not less than £1.0 billion. Certain additional potential amendments were outlined in the senior credit facility, and those amendments became effective on January 19, 2010.

Principal Amortization

        The amortization schedule under our senior credit facility as of December 31, 2009 was (in millions):

Date	Amount
September 30, 2010	£	0.2
March 3, 2011		285.7
June 3, 2012		677.4
September 3, 2012		1,849.5
March 3, 2013		300.0
Total		£3,112.8

        Following the repayment of obligations under our senior credit facility from the proceeds of the senior secured note issuance in January 2010, the remaining principal payments on our senior credit facility were scheduled as follows: September 2012—£1,327.3 million (Tranches B7, B8, B9, B10, B11 and B12) and March 2013—£300.0 million (Tranche C).

Mandatory Prepayments

        Our senior credit facility must be prepaid in certain circumstances by certain amounts, including:

•

50% of excess cash flow in each financial year in excess of £25 million, which percentage may be reduced to 25% or 0% if certain leverage ratios are met;

•

50% of the net cash proceeds of any issuance of certain debt greater than £10 million subject to specified exceptions, including indebtedness raised under this offering of notes, 100% of the net cash proceeds of which must be used in prepayment of loans under our senior credit facility;

•

50% of the net cash proceeds of any issuance of equity greater than £10 million subject to customary exceptions, which percentage may be reduced to 25% or 0% if certain leverage ratios are met;

•

from the net proceeds of insurance claims subject to minimum thresholds and customary exceptions;

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•

from the net proceeds of certain asset disposals subject to minimum thresholds and customary exceptions; and

•

from the net proceeds of certain actions (including sale, spin-off or distribution) taken with respect to all or part of our content division subject to minimum thresholds and customary exceptions.

        In addition, our senior credit facility must be repaid and all commitments will be cancelled upon the occurrence of a change of control.

Interest Margins

        The annual rate of interest payable under our senior credit facility is the sum of (i) the London Intrabank Offer Rate (LIBOR), US LIBOR or European Intrabank Offer Rate (EURIBOR), as applicable, plus (ii) the applicable interest margin and the applicable cost of complying with any reserve requirement.

        The applicable interest margin for Tranche A, Tranche A1 and the old revolving facility depends upon the net leverage ratio of the bank group (which comprises VMIH and most of its subsidiaries, and certain other operating companies which are subsidiaries of Virgin Media Inc. but not of VMIH) then in effect as set forth below:

Leverage Ratio	Margin
Less than 3.00:1		1.250%
Greater than or equal to 3.00:1 but less than 3.40:1		1.375%
Greater than or equal to 3.40:1 but less than 3.80:1		1.500%
Greater than or equal to 3.80:1 but less than 4.20:1		1.625%
Greater than or equal to 4.20:1 but less than 4.50:1		1.750%
Greater than or equal to 4.50:1 but less than 4.80:1		1.875%
Greater than or equal to 4.80:1 but less than 5.00:1		2.125%
Greater than or equal to 5.00:1		2.250%

        The applicable interest margin for Tranche A2, Tranche A3 and the new revolving facility will depend upon the net leverage ratio of the bank group then in effect as set forth below:

Leverage Ratio	Margin
Less than 3.00:1		2.625%
Greater than or equal to 3.00:1 but less than 3.40:1		2.750%
Greater than or equal to 3.40:1 but less than 3.80:1		2.875%
Greater than or equal to 3.80:1 but less than 4.20:1		3.000%
Greater than or equal to 4.20:1		3.125%

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        The applicable interest margins for Tranches B1—B12 and Tranche C are as follows:

Facility	Margin
B1		2.125%
B2		2.125%
B3		2.000%
B4		2.000%
B5		2.125%
B6		2.125%
B7		3.625%
B8		3.625%
B9		3.500%
B10		3.500%
B11		3.625%
B12		3.625%
C		2.750%

Guarantees; Security

        The security granted in respect of our senior credit facility includes substantially all of the assets of the bank group. Our senior credit facility requires that members of the bank group which generate not less than 80% of the consolidated operating cash flow of the bank group in any financial year guarantee the payment of all sums payable under our senior credit facility (other than Tranche C thereof) and such members are required to grant first-ranking security over all or substantially all of their assets to secure the payment of all sums payable under our senior credit facility (other than Tranche C thereof). Virgin Media Finance PLC, or Virgin Media Finance, has also provided a guarantee for the payment of all sums payable under our senior credit facility and has secured its obligations under that guarantee by granting security over its interest in the intercompany debt owed to it by its direct subsidiary VMIH and over all of the shares in VMIH. Tranche C under our senior credit facility also has the benefit of a senior guarantee granted by Virgin Media Finance. That guarantee will share in the security of Virgin Media Finance granted to the senior credit facility, but will receive proceeds only after the other tranches. Tranche C does not benefit from guarantees or security granted by other members of the group.

Financial Maintenance Covenants

        Our senior credit facility contains the following financial covenant ratios (each as defined in our senior credit facility):

•

Consolidated net debt to consolidated operating cashflow, which we refer to as the Leverage Ratio;

•

Consolidated operating cashflow to consolidated total net cash interest payable, which we refer to as the Interest Coverage Ratio; and

•

Bank group cashflow to consolidated debt service, which we refer to as the Debt Service Coverage Ratio.

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        The minimum required ratios are outlined below:

Quarter Date	Leverage Ratio		Interest Coverage Ratio		Debt Service Coverage Ratio
December 31, 2009		4.25:1		2.60:1		1:1
March 31, 2010		4.25:1		2.60:1		1:1
June 30, 2010		4.10:1		2.65:1		1:1
September 30, 2010		4.00:1		2.70:1		1:1
December 31, 2010		3.90:1		2.75:1		1:1
March 31, 2011		3.75:1		2.85:1		1:1
June 30, 2011		3.70:1		2.90:1		1:1
September 30, 2011		3.60:1		3.00:1		1:1
December 31, 2011		3.50:1		3.05:1		1:1
March 31, 2012		3.50:1		3.10:1		1:1
June 30, 2012		3.00:1		3.20:1		1:1
September 30, 2012		3.00:1		4.00:1		1:1
December 31, 2012 and thereafter		3.00:1		4.00:1		1:1

        As shown in the table above, the required levels become more restrictive over time. As a result, we will need to continue to improve our operating performance over the next several years to meet these levels. Failure to meet these covenant levels would result in a default under our senior credit facility. As of December 31, 2009, we were in compliance with these covenants.

Events of Default

        The occurrence of events of default specified in our senior credit facility entitle the lenders to cancel any undrawn portion of that facility, require the immediate payment of all amounts outstanding under that facility and enforce or direct the enforcement of the security interests that have been granted. These events of default include, among other things:

•

failure to make payments of principal or interest when due;

•

breaches of representations;

•

breaches of obligations and undertakings under our senior credit facility and related finance documents, including failure to meet financial covenants;

•

cross defaults;

•

the occurrence of insolvency contingencies affecting Virgin Media Inc., the issuer, any borrower under our senior credit facility or any guarantor that is a material subsidiary;

•

repudiation of our senior credit facility and the other finance documents;

•

illegality; and

•

the occurrence of any event or circumstance which would have a material adverse effect on the business, assets or financial condition of the obligors under our senior credit facility taken as a whole or any obligor's payment or other material obligations under our senior credit facility or related finance documents.

Senior Unsecured Notes

        In November 2009, Virgin Media Finance issued U.S. dollar denominated 8.375% senior notes due 2019 with a principal amount outstanding of $600 million and sterling denominated 8.875% senior

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notes due 2019 with a principal amount outstanding of £350 million, collectively, the senior notes due 2019. Interest on the senior notes due 2019 is payable on April 15 and October 15 of each year. The senior notes due 2019 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014 and 2016. The senior notes due 2019 mature on October 15, 2019 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and Virgin Media Investments Limited.

        In June 2009, Virgin Media Finance issued U.S. dollar denominated 9.50% senior notes due 2016 with a principal amount outstanding of $750 million and euro denominated 9.50% senior notes due 2016 with a principal amount outstanding of €180 million. In July 2009, Virgin Media Finance issued additional U.S. dollar denominated 9.50% senior notes due 2016 with a principal amount outstanding of $600 million. The U.S. dollar denominated senior notes issued in June 2009 and July 2009, respectively, are treated as a single issuance of the same notes under the indenture for these notes, collectively, the 9.50% senior notes due 2016. Interest on the 9.50% senior notes due 2016 is payable on February 15 and August 15 of each year. The 9.50% senior notes due 2016 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014 and 2019 and its 9.125% senior notes due 2016. The 9.50% senior notes due 2016 mature on August 15, 2016 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and Virgin Media Investments Limited.

        In July 2006, Virgin Media Finance issued U.S. dollar denominated 9.125% senior notes due 2016 with a principal amount outstanding of $550 million. The 9.125% senior notes due 2016 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding 9.50% senior notes due 2016 and its senior notes due 2014 and 2019. Interest on the 9.125% senior notes due 2016 is payable on February 15 and August 15 of each year. The 9.125% senior notes due 2016 mature on August 15, 2016 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and Virgin Media Investments Limited.

        In April 2004, Virgin Media Finance issued U.S. dollar denominated 8.75% senior notes due 2014 with a principal amount outstanding of $425 million, sterling denominated 9.75% senior notes due 2014 with a principal amount outstanding of £375 million, and euro denominated 8.75% senior notes due 2014 with a principal amount outstanding of €225 million, collectively, the senior notes due 2014. Interest is payable on the senior notes due 2014 on April 15 and October 15 of each year. The senior notes due 2014 mature on April 15, 2014 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and Virgin Media Investments Limited. In December 2009, we partially redeemed our senior notes due 2014 using the proceeds from the offering of senior notes due 2019 which we issued in November 2009. Following this partial redemption, the U.S. dollar denominated senior notes due 2014 have a principal amount outstanding of $89.3 million, the sterling denominated senior notes due 2014 have a principal amount outstanding of £78.8 million, and the euro denominated senior notes due 2014 have a principal amount outstanding of €47.3 million, totalling an aggregate principal outstanding amount of £176.0 million (based on sterling equivalent amounts on December 31, 2009).

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Senior Secured Notes

        On January 19, 2010, our wholly owned subsidiary Virgin Media Secured Finance PLC issued U.S. dollar denominated 6.50% senior secured notes due 2018 with a principal amount outstanding of $1.0 billion and sterling denominated 7.00% senior secured notes due 2018 with a principal amount outstanding of £875 million, collectively, the senior secured notes due 2018. Interest is payable on the senior secured notes due 2018 on June 15 and December 15 each year, beginning on June 15, 2010. The senior secured notes due 2018 rank pari passu with our senior credit facility and, subject to certain exceptions, share in the same guarantees and security which has been granted in favor of our senior credit facility. See Senior Credit Facility—Guarantees: Security.

Restrictions Under Our Existing Debt Agreements

        The agreements governing our senior notes, senior secured notes and senior credit facility significantly and, in some cases absolutely, restrict our ability and the ability of most of our subsidiaries to:

•

incur or guarantee additional indebtedness;

•

pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;

•

make investments;

•

sell assets, including the capital stock of subsidiaries;

•

enter into sale and leaseback transactions or certain vendor financing arrangements;

•

create liens;

•

enter into agreements that restrict the restricted subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;

•

merge or consolidate or transfer all or substantially all of their assets; and

•

enter into transactions with affiliates.

Convertible Senior Notes

        In April 2008, Virgin Media Inc. issued U.S. dollar denominated 6.50% convertible senior notes due 2016 with a principal amount outstanding of $1.0 billion. The convertible senior notes are unsecured senior obligations of Virgin Media Inc. and, consequently, are subordinated to our obligations under the senior credit facility and rank equally with Virgin Media Inc.'s guarantees of the senior notes. The convertible senior notes bear interest at an annual rate of 6.50% payable semi-annually on May 15 and November 15 of each year, beginning November 15, 2008. The convertible senior notes mature on November 15, 2016 and may not be redeemed by us prior to their maturity date. Upon conversion, we may elect to settle in cash, shares of common stock or a combination of cash and shares of our common stock.

        Holders of convertible senior notes may tender their notes for conversion at any time on or after August 15, 2016 through to the second scheduled trading date preceding the maturity date. Prior to August 15, 2016, holders may convert their notes, at their option, only under the following circumstances: (i) in any quarter, if the closing sale price of Virgin Media Inc.'s common stock during at least 20 of the last 30 trading days of the prior quarter was more than 120% of the applicable conversion price per share of common stock on the last day of such prior quarter; (ii) if, for five consecutive trading days, the trading price per $1,000 principal amount of notes was less than 98% of the product of the closing price of our common stock and the then applicable conversion rate; (iii) if a

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specified corporate event occurs, such as a merger, recapitalization, reclassification, binding share exchange or conveyance of all, or substantially all, of Virgin Media Inc.'s assets; (iv) the declaration by Virgin Media Inc. of the distribution of certain rights, warrants, assets or debt securities to all, or substantially all, holders of Virgin Media Inc.'s common stock; or (v) if Virgin Media Inc. undergoes a fundamental change (as defined in the indenture governing the convertible senior notes), such as a change in control, merger, consolidation, dissolution or delisting.

        The initial conversion rate of the convertible senior notes represents an initial conversion price of approximately $19.22 per share of common stock. The conversion rate is subject to adjustment for stock splits, stock dividends or distributions, the issuance of certain rights or warrants, certain cash dividends or distributions or stock repurchases where the price exceeds market values. In the event of specified fundamental changes relating to Virgin Media Inc., referred to as "make whole" fundamental changes, the conversion rate will be increased as provided by a formula set forth in the indenture governing the convertible senior notes.

        Holders may also require us to repurchase the convertible senior notes for cash in the event of a fundamental change (as defined in the indenture governing the convertible senior notes), such as a change in control, merger, consolidation, dissolution or delisting (including involuntary delisting for failure to continue to comply with the NASDAQ listing criteria), for a purchase price equal to 100% of the principal amount, plus accrued but unpaid interest to the purchase date.

Debt Ratings

        To access public debt capital markets, we rely on credit rating agencies to assign corporate credit ratings. A rating is not a recommendation by the rating agency to buy, sell or hold our securities. A credit rating agency may change or withdraw our ratings based on its assessment of our current and future ability to meet interest and principal repayment obligations. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. The corporate debt ratings and outlook assigned by the rating agencies engaged by us as of December 31, 2009 are as follows:

	Corporate Rating	Outlook
Moody's Investors Service Inc.	Ba3	Stable
Standard & Poor's	B+	Stable
Fitch	BB-	Positive

Off-Balance Sheet Arrangements

        As part of our ongoing business we have not participated in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities frequently referred to as special purpose entities, or SPEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of December 31, 2009, we were not involved with any material unconsolidated SPEs.

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Contractual Obligations and Commercial Commitments

        The following table includes aggregate information about our contractual obligations as of December 31, 2009, and the periods in which payments are due (in millions):

			Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1–3 years		3–5 years		More than 5 years
Long term debt obligations	£	5,964.5	£	0.5	£	2,813.4	£	476.1	£	2,674.5
Capital lease obligations		249.5		51.2		101.8		16.4		80.1
Operating lease obligations		324.3		60.1		113.0		70.2		81.0
Purchase obligations		816.6		505.2		194.1		55.6		61.7
Interest obligations		2,198.5		413.0		721.3		485.8		578.4
Total		£9,553.4		£1,030.0		£3,943.6		£1,104.1		£3,475.7
Early termination charges			£	21.4	£	7.7	£	0.1	£	—

        Early termination charges are amounts that would be payable in the above periods in the event of early termination during that period of certain of the contracts underlying the purchase obligations listed above.

        The following table includes information about our commercial commitments as of December 31, 2009. Commercial commitments are items that we could be obligated to pay in the future. They are not required to be included in the consolidated balance sheet (in millions):

			Amount of Commitment Expiration per Period
Other Commercial Commitments	Total		Less than 1 year		1–3 years		3–5 years		More than 5 years
Guarantees	£	16.2	£	7.0	£	0.9	£	—	£	8.3
Lines of credit		—		—		—		—		—
Standby letters of credit		5.8		5.1		—		—		0.7
Standby repurchase obligations		—		—		—		—		—
Other commercial commitments		—		—		—		—		—
Total commercial commitments		£22.0		£12.1		£0.9		£—		£9.0

        Guarantees relate to performance bonds provided by banks on our behalf as part of our contractual obligations. The fair value of the guarantees has been calculated by reference to the monetary value of each bond.

Derivative Instruments and Hedging Activities

        We have a number of derivative instruments with a number of counterparties to manage our exposures to changes in interest rates and foreign currency exchange rates. We account for certain of these instruments as accounting hedges, in accordance with the Derivatives and Hedging Topic of the FASB ASC, when the appropriate eligibility criteria has been satisfied, and to the extent that they are effective. Ineffectiveness in our accounting hedges, and instruments that we have not elected for hedge accounting, are recognized through the consolidated statement of operations immediately. Effective cash flow accounting hedges are recognized as either assets or liabilities and measured at fair value with changes in the fair value recorded within other comprehensive income (loss). The derivative instruments consist of interest rate swaps, cross-currency interest rate swaps and foreign currency forward contracts.

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        We are subject to interest rate risk because we have substantial indebtedness at variable interest rates. As of December 31, 2009, interest is determined on a variable basis on £3,112.8 million, or 50.8%, of our indebtedness based upon contractual obligations. An increase in interest rates of 0.25% would increase our gross interest expense by £7.8 million per year, before giving effect to interest rate swaps.

        We are also subject to currency exchange rate risks because substantially all of our revenues, operating costs and selling, general and administrative expenses are paid in U.K. pounds sterling, but we pay interest and principal obligations with respect to a portion of our indebtedness in U.S. dollars and euros. To the extent that the pound sterling declines in value against the U.S. dollar and the euro, the effective cost of servicing our U.S. dollar and euro denominated debt will be higher. Changes in the exchange rate result in foreign currency gains or losses. As of December 31, 2009, £2,495.5 million, or 40.7%, of our indebtedness based upon contractual obligations, was denominated in U.S. dollars and £558.0 million, or 9.1%, of our indebtedness based upon contractual obligations, was denominated in euros. We also purchase goods and services in U.S. dollars, euros and South African rand.

Interest Rate Swaps

        We have entered into a number of interest rate swaps to mitigate the risk relating to the variability in future interest payments on our senior credit facility, which accrues interest at variable rates based on LIBOR. The interest rate swaps allow us to receive interest based on LIBOR in exchange for payments of interest at fixed rates between 1.485% and 3.049%.

        We have designated some of the interest rate swaps as cash flow hedges because they hedge against changes in LIBOR. All interest rate swaps are recognized as either assets or liabilities and measured at fair value. Changes in the fair value are recorded within other comprehensive income (loss) where designated as an accounting hedge, or through (loss) gain on derivatives where not designated as an accounting hedge. The amounts initially recorded in other comprehensive income (loss) are then recorded in the statement of operations when the underlying hedged item impacts the statement of operations.

Cross-currency Interest Rate Swaps

        We have entered into a number of cross-currency interest rate swaps to mitigate the risk relating to the variability in the pound sterling value of interest payments on the U.S. dollar denominated 8.75% senior notes due 2014, interest payments on the euro denominated 8.75% senior notes due 2014, interest payments on the U.S. dollar denominated senior notes due 2016, interest payments on the U.S. dollar denominated 8.375% senior notes due 2019 and interest payments on the U.S. dollar and euro denominated tranches of our senior credit facility. Under these cross-currency interest rate swaps, we receive interest in U.S. dollars at various fixed and floating rates and in euros at various fixed and floating rates in exchange for payments of interest in pounds sterling at various fixed and floating rates.

        We have designated some of the cross-currency interest rate swaps as cash flow hedges, because they hedge against changes in the pound sterling value of the interest payments on the senior notes that result from changes in the U.S. dollar and euro exchange rates. All cross-currency interest rate swaps are recognized as either assets or liabilities and measured at fair value. Changes in the fair value of these instruments are initially recorded within other comprehensive income (loss) where designated as an accounting hedge, or through (loss) gain on derivatives where not designated as an accounting hedge. The amounts initially recorded in other comprehensive income (loss) are then recorded in the statement of operations when the underlying hedged item impacts the statement of operations.

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Foreign Currency Forward Contracts

        We have entered into a number of forward contracts to mitigate the foreign exchange rate risk in payable obligations that are not denominated in pounds sterling. We have designated certain, but not all, of these contracts as accounting hedges. Changes in the fair value of these instruments are initially recorded within other comprehensive income (loss) where designated as an accounting hedge, or through (loss) gain on derivatives where not designated as an accounting hedge. The amounts initially recorded in other comprehensive income (loss) are then recorded in the statement of operations when the underlying hedged item impacts the statement of operations.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, like foreign currency exchange and interest rates. As some of our indebtedness accrues interest at variable rates, we have exposure to volatility in future cash flows and earnings associated with variable interest rate payments.

        Also, substantially all of our revenues, operating costs and selling, general and administrative expenses are earned and paid in pounds sterling but we pay interest and principal obligations on some of our indebtedness in U.S. dollars and euros. As of December 31, 2009, £2,495.5 million, or 40.7%, of our indebtedness based upon contractual obligations, was denominated in U.S. dollars and £558.0 million, or 9.1%, of our indebtedness based upon contractual obligations, was denominated in euros. As a result, we have exposure to volatility in future cash flows and earnings associated with changes in foreign exchange rates on payments of principal and interest on a portion of our indebtedness.

        To mitigate the risk from these exposures, we have implemented a cash flow hedging program. The objective of this program is to reduce the volatility of our cash flows and earnings caused by changes in underlying rates. To achieve this objective we have entered into a number of derivative instruments. The derivative instruments utilized comprise interest rate swaps, cross-currency interest rate swaps and foreign currency forward contracts. We do not enter into derivative instruments for trading or speculative purposes. See note 10 to the consolidated financial statements of Virgin Media Inc. and Management's Discussion and Analysis of Financial Condition and Results of Operations—Derivative Instruments and Hedging Activities.

        The fair market value of long term fixed interest rate debt and the amount of future interest payments on variable interest rate debt are subject to interest rate risk.

87

        The following table provides information as of December 31, 2009 about our long term fixed and variable interest rate debt that are sensitive to changes in interest rates and foreign currency exchange rates (in millions). The table does not reflect the senior secured notes issued and related senior credit facility repayments made subsequent to the year end. See Liquidity and Capital Resources.

	Year ended December 31,
											Fair Value December 31, 2009
	2010	2011	2012	2013	2014		Thereafter		Total
Long term debt (including current portion)
U.S. Dollars
Fixed rate	—	—	—	—	$	89.3	$	3,500.0	$	3,589.3	$	3,922.1
Variable rate	—	—	$445.1			—		—	$	445.1	$	436.2
Average interest rate			LIBOR plus 2.0–3.5%			8.750%		8.391%
Average forward exchange rate			0.63			0.63		0.62
Euros
Fixed rate	—	—	—	—	€	47.3	€	180.0	€	227.3	€	242.5
Variable rate	—	—	€402.2			—		—	€	402.2	€	394.2
Average interest rate			LIBOR plus 2.0–3.5%			8.750%		9.500%
Average forward exchange rate			0.87			0.89		0.90
Pounds Sterling
Fixed rate	—	—	—	—	£	78.8	£	350.0	£	428.8	£	436.9
Variable Rate	£0.2	£285.7	£1,895.0	£300.0		—		—	£	2,480.9	£	2,425.9
Average interest rate	LIBOR plus 1.25–2.25%	LIBOR plus 1.25–2.25%	LIBOR plus 1.25–3.625%	LIBOR plus 2.750%		9.750%		8.875%
Currency swap agreements related to long term debt
Receipt of U.S. Dollars (interest and principal)
Notional amount	—	$89.3	$445.1	—		—	$	2,500.0	$	3,034.4	£	33.8
Average forward exchange rate		0.70	0.54					0.60
Average sterling interest rate paid		9.42%	US LIBOR plus 2.13%					9.45%
Receipt of U.S. Dollars (interest only)
Notional amount	—	—	—	—		—	$	1,000.0	$	1,000.0	£	32.1
Average contract exchange rate								0.51
Average sterling interest rate paid								6.95%
Receipt of Euros (interest and principal)
Notional amount	—	€47.3	€402.2	—		—	€	180.0	€	629.5	£	85.0
Average contract exchange rate		0.93	0.69					0.88
Average sterling interest rate paid		8.90%	EURIBOR plus 2.16%					10.18%
Interest rate derivative financial instruments related to long term debt
Sterling Interest Rate Swaps
Notional amount	£3,000.0	£200.0	£1,300.0	£300.0		—		—	£	4,800.0	£	(36.1	)
Average sterling interest rate paid	2.18%	2.57%	3.07%	3.28%
Sterling interest rate received	LIBOR	LIBOR	LIBOR	LIBOR

88

        The following table provides information as of December 31, 2008 about our long term fixed and variable interest rate debt that are sensitive to changes in interest rates and foreign currency exchange rates (in millions). The table does not reflect the increase in margin on certain tranches of the senior credit facility obligations that occurred when the repayment condition under the senior credit facility was satisfied.

	Year ended December 31,
										Fair Value December 31, 2008
	2009	2010	2011	2012	2013	Thereafter		Total
Long term debt (including current portion)
U.S. Dollars
Fixed rate	—	—	—	—	—	$	1,975.0	$	1,975.0	$	1,192.3
Variable rate	—	—	—	$531.9	—		—	$	531.9	$	377.2
Average interest rate				US LIBOR plus 2.0%–3.5%			7.715%
Average forward exchange rate				0.71			0.73
Euros
Fixed rate	—	—	—	—	—	€	225.0	€	225.0	€	175.5
Variable rate	—	—	—	€423.9			—	€	423.9	€	300.8
Average interest rate				EURIBOR plus 2.0%–3.5%			8.75%
Average forward exchange rate				0.91			0.91
Pounds Sterling
Fixed rate	—	—	—	—	—	£	375.0	£	375.0	£	292.5
Variable Rate	—	£853.7	£966.1	£1,302.2	£300.0	£	—	£	3,422.0	£	2,503.6
Average interest rate	LIBOR plus 1.25–2.25%	LIBOR plus 1.25–2.25%	LIBOR plus 1.25–2.25%	LIBOR plus 2.125–3.625%	LIBOR plus 2.75%		9.75%
Currency swap agreements related to long term debt
Receipt of U.S. Dollars (interest and principal)
Notional amount	$425.0	—	—	$553.0	—	$	550.0	$	1,528.0	£	253.5
Average forward exchange rate	0.60			0.54			0.55
Average sterling interest rate paid	9.42%			LIBOR plus 2.12%			8.54%
Receipt of U.S. Dollars (interest only)
Notional amount	—	—	—	—	—	$	1,000.0	$	1,000.0	£	71.6
Average contract exchange rate							0.51
Average sterling interest rate paid							6.93%
Receipt of Euros (interest and principal)
Notional amount	€225.0	—	—	€427.9	—		—	€	652.9	£	182.5
Average contract exchange rate	0.69			0.69
Average sterling interest rate paid	10.26%			LIBOR plus 2.16%
Interest rate derivative financial instruments related to long term debt
Sterling Interest Rate Swaps
Notional amount	£3,167.0	£1,400.0	—	—	—		—		—	£	(10.1	)
Average sterling interest rate paid	5.25%	2.71%
Sterling interest rate received	LIBOR	LIBOR

89

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Our consolidated financial statements, the notes thereto and the report of the independent registered public accounting firm begin on page F-1 of this document and are incorporated in this document by reference.

        On April 1, 2009, we sold our sit-up reporting unit, which was formerly included within our Content segment. In accordance with the provisions of the Property, Plant and Equipment Topic of the FASB ASC, we determined that, as of March 31, 2009, the planned sale of the sit-up business met the requirements for sit-up to be reflected as assets and liabilities held for sale and discontinued operations in both the current and prior periods. These consolidated financial statements reflect sit-up, as assets and liabilities held for sale and discontinued operations, and we have retrospectively adjusted the balance sheet as of December 31, 2008 and statements of operations, cash flows and shareholders' equity for the years ended December 31, 2008 and 2007.

        In May 2008, the FASB issued new guidance which requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuer's nonconvertible debt borrowing rate. As a result, the liability component is recorded at a discount reflecting its below market coupon interest rate, and is subsequently accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected in the results of operations. We adopted the guidance on January 1, 2009 as our convertible senior notes are within the scope of the guidance and we have applied it on a retrospective basis, whereby our prior period financial statements have been adjusted.

        As reported in the Form 10-Q for the three months ended March 31, 2009, we realigned our internal reporting structure and the related financial information used by our chief operating decision maker to assess the performance of our business. Our former operating segments were Cable, Mobile and Content, and the new operating segments are Consumer, Business and Content.

        The following is a summary of the unaudited selected quarterly results of operations for the years ended December 31, 2009 and 2008 (in millions, except per share data):

	2009
	Three months ended
	March 31,			June 30,			September 30,			December 31,
	(unaudited)
Statement of Operations Data:
Revenue	£	935.7		£	935.8		£	953.4		£	979.5
Operating income		13.0			15.2			50.2			63.6
Net loss		(154.0	)		(49.3	)		(60.1	)		(94.4	)
Basic and diluted loss per share	£	(0.47	)	£	(0.15	)	£	(0.18	)	£	(0.29	)

	2008
	Three months ended
	March 31,			June 30,			September 30,			December 31,
	(unaudited)
Statement of Operations Data:
Revenue	£	947.3		£	940.1		£	940.9		£	948.5
Operating (loss) income		(1.9	)		(328.3	)		53.3			5.1
Net loss		(104.4	)		(448.9	)		(122.7	)		(244.0	)
Basic and diluted loss per share	£	(0.32	)	£	(1.37	)	£	(0.37	)	£	(0.74	)

90

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A.    CONTROLS AND PROCEDURES

(a)   Disclosure Controls and Procedures

        Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of such period, these controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the report that we file or submit is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)   Management's Annual Report on Internal Control Over Financial Reporting for Virgin Media Inc.

        Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Virgin Media Inc.'s consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

        Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the framework described in "Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the COSO framework, our management has concluded, and hereby reports, that our internal control over financial reporting was effective as of December 31, 2009. This annual report includes an attestation report of Ernst & Young LLP, our registered public accounting firm, regarding internal control over financial reporting of Virgin Media Inc.

(c)   Management's Annual Report on Internal Control Over Financial Reporting for Virgin Media Investment Holdings Limited

        Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of VMIH's consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

        Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the framework described in

91

"Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the COSO framework, our management has concluded, and hereby reports, that VMIH's internal control over financial reporting was effective as of December 31, 2009.

        This annual report does not include an attestation report of Ernst & Young LLP, our registered public accounting firm, regarding internal control over financial reporting of VMIH. Management's report was not subject to attestation by Ernst & Young LLP, our registered public accounting firm, pursuant to temporary rules of the Securities and Exchange Commission that permit VMIH to provide only management's report in this annual report.

(d)   Changes in Internal Control Over Financial Reporting

        There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(e)   Attestation Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Virgin Media Inc.

        We have audited Virgin Media Inc. and subsidiaries internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Virgin Media Inc. and subsidiaries management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying "Management's Annual Report on Internal Control over Financial Reporting for Virgin Media Inc." Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

92

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, Virgin Media Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Virgin Media Inc. and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2009, and our report dated February 26, 2010 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

London, England
February 26, 2010

ITEM 9B.    OTHER INFORMATION

        None.

93

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        The information required by this Item is incorporated by reference to our Proxy Statement for the 2010 Annual Meeting of Stockholders.

ITEM 11.    EXECUTIVE COMPENSATION

        The information required by this Item is incorporated by reference to our Proxy Statement for the 2010 Annual Meeting of Stockholders.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The information required by this Item is incorporated by reference to our Proxy Statement for the 2010 Annual Meeting of Stockholders.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

        The information required by this Item is incorporated by reference to our Proxy Statement for the 2010 Annual Meeting of Stockholders.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        The information required by this Item is incorporated by reference to our Proxy Statement for the 2010 Annual Meeting of Stockholders.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

(1)

Financial Statements—See list of Financial Statements on page F-1.

(2)

Financial Statement Schedules—See list of Financial Statement Schedules on page F-1.

(3)

Exhibits—See Exhibit Index.

94

FORM 10K—Item 15(a)(1) and (2)

VIRGIN MEDIA INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements of Virgin Media Inc. and Subsidiaries are included in Item 8:

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets—December 31, 2009 and 2008		F-3
Consolidated Statements of Operations—Years ended December 31, 2009, 2008 and 2007		F-4
Consolidated Statements of Cash Flows—Years ended December 31, 2009, 2008 and 2007		F-5
Consolidated Statement of Shareholders' Equity—Years ended December 31, 2009, 2008 and 2007		F-6
Notes to Consolidated Financial Statements		F-7
	The following consolidated financial statement schedules of Virgin Media Inc. and Subsidiaries are included in Item 15(d) :
Schedule I—Condensed Financial Information of Registrant		F-64
	All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
	The following consolidated financial statements of Virgin Media Investment Holdings Limited and Subsidiaries are included in Item 8:
Report of Independent Registered Public Accounting Firm		F-68
Consolidated Balance Sheets—December 31, 2009 and 2008		F-69
Consolidated Statements of Operations—Years ended December 31, 2009, 2008 and 2007		F-70
Consolidated Statements of Cash Flows—Years ended December 31, 2009, 2008 and 2007		F-71
Consolidated Statement of Shareholders' Equity—Years ended December 31, 2009, 2008 and 2007		F-72
Notes to Consolidated Financial Statements		F-73

        All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Virgin Media Inc.

        We have audited the accompanying consolidated balance sheets of Virgin Media Inc. and subsidiaries (the "Company") as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2009. Our audits also included the financial statement schedule listed in the Index at Item15 (a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Virgin Media Inc. and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

        As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for its convertible debt with the adoption of the guidance originally issued in FASB staff position APB14-1 "Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement" (codified in FASB ASC Topic 470, Debt) effective January 1, 2009.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Virgin Media Inc. and subsidiaries' internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2010 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
London, England
February 26, 2010,

F-2

VIRGIN MEDIA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(in millions, except par value)

			December 31,
			2009			2008
Assets
Current assets
	Cash and cash equivalents		£	430.5		£	181.6
	Restricted cash			6.0			6.1
	Accounts receivable—trade, less allowances for doubtful accounts of £9.6 (2009) and £16.5 (2008)			427.9			454.3
	Inventory for resale			12.9			12.7
	Programming inventory			62.1			68.4
	Derivative financial instruments			2.2			168.4
	Prepaid expenses and other current assets			100.8			107.8
	Current assets held for sale			—			56.2
		Total current assets		1,042.4			1,055.5
Fixed assets, net				5,049.2			5,342.1
Goodwill and other indefinite-lived assets				2,071.9			2,082.3
Intangible assets, net				265.9			510.3
Equity investments				359.9			353.5
Derivative financial instruments				235.1			435.7
Deferred financing, net of accumulated amortization of £136.1 (2009) and £79.1 (2008)				112.2			118.0
Other assets				50.8			35.9
Total assets			£	9,187.4		£	9,933.3
Liabilities and shareholders' equity
Current liabilities
	Accounts payable		£	375.5		£	370.5
	Accrued expenses and other current liabilities			420.1			449.9
	Derivative financial instruments			17.8			84.4
	VAT and employee taxes payable			67.6			63.5
	Restructuring liabilities			57.3			71.0
	Interest payable			126.6			131.6
	Deferred revenue			284.7			268.0
	Current portion of long term debt			41.2			40.5
	Current liabilities held for sale			—			36.2
		Total current liabilities		1,390.8			1,515.6
Long term debt, net of current portion				5,933.5			6,129.6
Derivative financial instruments				106.8			42.6
Deferred revenue and other long term liabilities				182.0			150.1
Deferred income taxes				83.0			79.2
Total liabilities				7,696.1			7,917.1
Commitments and contingent liabilities
Shareholders' equity
	Common stock—$0.01 par value; authorized 1,000.0 (2009 and 2008) shares; issued 330.8 (2009) and 329.0 (2008) and outstanding 329.4 (2009) and 328.1 (2008) shares			1.8			1.8
	Additional paid-in capital			4,483.2			4,461.3
	Accumulated other comprehensive income			22.5			178.2
	Accumulated deficit			(3,016.2	)		(2,625.1	)
		Total shareholders' equity		1,491.3			2,016.2
Total liabilities and shareholders' equity			£	9,187.4		£	9,933.3

See accompanying notes.

F-3

VIRGIN MEDIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share data)

		Year ended December 31,
		2009			2008			2007
Revenue		£	3,804.4		£	3,776.8		£	3,838.6
Costs and expenses
	Operating costs (exclusive of depreciation shown separately below)		1,635.7			1,647.1			1,652.2
	Selling, general and administrative expenses		808.0			828.0			906.0
	Restructuring and other charges		40.4			22.7			28.7
	Depreciation		930.5			902.8			922.3
	Amortization		243.1			285.8			301.0
	Goodwill and intangible asset impairments		4.7			362.2			—
			3,662.4			4,048.6			3,810.2
Operating income (loss)			142.0			(271.8	)		28.4
Other income (expense)
	Interest income and other, net		6.2			26.1			18.3
	Interest expense		(455.1	)		(499.4	)		(514.1	)
	Loss on extinguishment of debt		(54.5	)		(9.6	)		(3.2	)
	Share of income from equity investments		14.1			14.4			17.7
	(Losses) gains on derivative instruments		(114.5	)		283.7			(2.5	)
	Foreign currency gains (losses)		124.3			(403.6	)		5.1
Loss from continuing operations before income taxes			(337.5	)		(860.2	)		(450.3	)
	Income tax benefit (expense)		2.5			6.8			(2.5	)
Loss from continuing operations			(335.0	)		(853.4	)		(452.8	)
Discontinued operations
	Loss from discontinued operations, net of tax		(22.8	)		(66.6	)		(10.7	)
Net loss		£	(357.8	)	£	(920.0	)	£	(463.5	)
Basic and diluted loss from continuing operations per common share		£	(1.02	)	£	(2.60	)	£	(1.39	)
Basic and diluted loss from discontinued operations per common share		£	(0.07	)	£	(0.20	)	£	(0.03	)
Basic and diluted net loss per common share		£	(1.09	)	£	(2.80	)	£	(1.42	)
Dividends per share (in U.S. dollars)		$	0.16		$	0.16		$	0.13
Average number of shares outstanding			328.8			328.0			325.9

See accompanying notes.

F-4

VIRGIN MEDIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

			Year ended December 31,
			2009			2008			2007
Operating activities:
Net Loss			£	(357.8	)	£	(920.0	)	£	(463.5	)
Loss from discontinued operations				22.8			66.6			10.7
Loss from continuing operations				(335.0	)		(853.4	)		(452.8	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
	Depreciation and amortization			1,173.6			1,188.6			1,223.3
	Goodwill and intangible asset impairments			4.7			362.2			—
	Non-cash interest			17.3			(46.4	)		2.7
	Non-cash compensation			19.4			16.8			17.5
	Loss on extinguishment of debt			53.6			9.6			3.2
	(Income) loss from equity accounted investments, net of dividends received			(12.4	)		10.7			(10.8	)
	Unrealized losses (gains) on derivative instruments			133.3			(278.1	)		2.5
	Unrealized foreign currency (gains) losses			(158.8	)		371.6			(2.7	)
	Income taxes			2.8			(2.3	)		14.3
	Amortization of original issue discount and deferred finance costs			34.0			24.4			23.1
	Gain on disposal of investments			—			—			(8.1	)
	(Gain) loss on disposal of assets			(0.4	)		(0.1	)		18.8
	Other			1.6			0.7			—
Changes in operating assets and liabilities, net of effect from business acquisitions and dispositions:
	Accounts receivable			26.4			(2.6	)		4.7
	Inventory			6.0			(17.4	)		(11.5	)
	Prepaid expenses and other current assets			(4.8	)		(11.9	)		8.7
	Other assets			(14.9	)		(11.0	)		4.2
	Accounts payable			(24.9	)		5.2			(0.2	)
	Deferred revenue (current)			16.7			17.8			(17.4	)
	Accrued expenses and other current liabilities			(32.1	)		(30.9	)		(104.4	)
	Deferred revenue and other long term liabilities			(5.5	)		5.2			(4.3	)
		Net cash provided by operating activities		900.6			758.7			710.8
Investing activities:
	Purchase of fixed and intangible assets			(569.0	)		(477.9	)		(533.7	)
	Principal repayments on loans to equity investments			12.5			8.6			16.4
	Proceeds from the sale of fixed assets			4.2			2.1			3.3
	Proceeds from sale of investments			—			—			9.8
	Purchase of investments			(2.5	)		(1.5	)		(2.0	)
	Disposal of sit-up, net			(17.5	)		—			—
	Acquisitions, net of cash acquired			—			—			(1.0	)
	Increase in restricted cash			—			—			(0.1	)
		Net cash used in investing activities		(572.3	)		(468.7	)		(507.3	)
Financing activities:
	New borrowings, net of financing fees			1,610.2			447.7			874.5
	Proceeds from employee stock option exercises			2.8			0.6			15.0
	Principal payments on long term debt, including redemption premiums, and capital leases			(1,737.4	)		(846.3	)		(1,170.8	)
	Dividends paid			(33.3	)		(29.3	)		(21.2	)
	Realized gain on derivatives			88.3			—			—
	Other			(0.3	)		—			—
		Net cash used in financing activities		(69.7	)		(427.3	)		(302.5	)
Cash flow from discontinued operations:
	Net cash (used in) provided by operating activities			(7.9	)		(3.0	)		5.2
	Net cash used in investing activities			—			(1.9	)		(2.5	)
		Net cash (used in) provided by operating activities		(7.9	)		(4.9	)		2.7
Effect of exchange rate changes on cash and cash equivalents				(1.8	)		2.4			(0.8	)
Increase (decrease) in cash and cash equivalents				248.9			(139.8	)		(97.1	)
Cash and cash equivalents, beginning of year				181.6			321.4			418.5
Cash and cash equivalents, end of year			£	430.5		£	181.6		£	321.4
Supplemental disclosure of cash flow information
Cash paid during the year for interest exclusive of amounts capitalized			£	404.2		£	515.8		£	486.9
Income taxes (received) paid				(0.1	)		0.1			0.6

See accompanying notes

F-5

VIRGIN MEDIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(in millions)

								Accumulated Other Comprehensive Income (Loss)
	Common Stock $.01 Par Value		Additional Paid-In Capital		Comprehensive Income (Loss)			Foreign Currency Translation			Pension Liability Adjustments			Net (Losses) Gains on Derivatives			Accumulated Deficit			Total
Balance, December 31, 2006	£	1.8	£	4,303.4	£	(454.0	)	£	131.6		£	(20.0	)	£	4.4		£	(1,191.1	)	£	3,230.1
Exercise of stock options and tax effect		—		17.6					—			—			—			—			17.6
Stock compensation costs		—		14.9					—			—			—			—			14.9
Dividends paid		—		—					—			—			—			(21.2	)		(21.2	)
Comprehensive loss:
Net loss for the year ended December 31, 2007		—		—	£	(463.5	)		—			—			—			(463.5	)		(463.5	)
Currency translation adjustment		—		—		(0.2	)		(0.2	)		—			—			—			(0.2	)
Net gains on derivatives, net of tax		—		—		53.8			—			—			53.8			—			53.8
Reclassification of derivative gains to net income, net of tax		—		—		(40.8	)		—			—			(40.8	)		—			(40.8	)
Pension liability adjustment, net of tax		—		—		19.8			—			19.8			—			—			19.8
Balance, December 31, 2007	£	1.8	£	4,335.9	£	(430.9	)	£	131.4		£	(0.2	)	£	17.4		£	(1,675.8	)	£	2,810.5
Exercise of stock options and tax effect		—		0.6					—			—			—			—			0.6
Stock compensation costs		—		16.6					—			—			—			—			16.6
Dividends paid		—		—					—			—			—			(29.3	)		(29.3	)
Equity component of convertible notes		—		108.2					—			—			—			—			108.2
Comprehensive loss:
Net loss for the year ended December 31, 2008		—		—	£	(920.0	)		—			—			—			(920.0	)		(920.0	)
Currency translation adjustment		—		—		38.2			38.2			—			—			—			38.2
Net gains on derivatives, net of tax		—		—		147.8			—			—			147.8			—			147.8
Reclassification of derivative gains to net income, net of tax		—		—		(125.1	)		—			—			(125.1	)		—			(125.1	)
Pension liability adjustment, net of tax		—		—		(31.3	)		—			(31.3	)		—			—			(31.3	)
Balance, December 31, 2008	£	1.8	£	4,461.3	£	(890.4	)	£	169.6		£	(31.5	)	£	40.1		£	(2,625.1	)	£	2,016.2
Exercise of stock options and tax effect		—		2.7					—			—			—			—			2.7
Stock compensation costs		—		19.2					—			—			—			—			19.2
Dividends paid		—		—					—			—			—			(33.3	)		(33.3	)
Comprehensive loss:
Net loss for the year ended December 31, 2009		—		—	£	(357.8	)		—			—			—			(357.8	)		(357.8	)
Currency translation adjustment		—		—		(9.5	)		(9.5	)		—			—			—			(9.5	)
Net losses on derivatives, net of tax		—		—		(216.6	)		—			—			(216.6	)		—			(216.6	)
Reclassification of derivative losses to net income, net of tax		—		—		121.2			—			—			121.2			—			121.2
Pension liability adjustment, net of tax		—		—		(50.8	)		—			(50.8	)		—			—			(50.8	)
Balance, December 31, 2009		1.8	£	4,483.2	£	(513.5	)	£	160.1		£	(82.3	)	£	(55.3	)	£	(3,016.2	)	£	1,491.3

See accompanying notes.

F-6

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization and Business

        Virgin Media Inc. is a Delaware corporation and is publicly-traded on the NASDAQ Global Select Market in the United States and the London Stock Exchange in the United Kingdom. We conduct our operations primarily through direct and indirect wholly owned subsidiaries.

        We are a leading provider of entertainment and communications services in the U.K., offering "quad-play" broadband internet, television, mobile telephony and fixed line telephony services. We are one of the U.K.'s largest providers of residential broadband internet, pay television and fixed line telephony services by number of customers. We believe our advanced, deep fiber access network enables us to offer faster and higher quality broadband services than our digital subscriber line, or DSL, competitors. As a result, we provide our customers with a leading next generation broadband service and one of the most advanced TV on-demand services available in the U.K. market. As of December 31, 2009, we provided service to approximately 4.8 million residential cable customers on our network. We are also one of the U.K.'s largest mobile virtual network operators by number of customers, providing mobile telephony service to approximately 2.2 million prepay mobile customers and nearly one million contract mobile customers over third party networks.

        In addition, we provide a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K. through Virgin Media Business (formerly ntl:Telewest Business). We also provide a broad range of programming through Virgin Media Television, or Virgin Media TV, which operates our wholly owned channels, such as Virgin1, Living and Bravo; and through UKTV, our joint ventures with BBC Worldwide.

        In 2009, we implemented a new operating model for our organization and made corresponding revisions to our internal reporting structure and the related financial information used by our management, including our chief operating decision maker, to assess the performance of our business. As of December 31, 2009, our operating segments were as follows:

•

Consumer:  Our Consumer segment includes the distribution of television programming over our cable network and the provision of broadband and fixed line telephone services to residential consumers, both on and off our cable network. Our Consumer segment also includes our mobile telephony and mobile broadband operations, provided through Virgin Mobile.

•

Business:  Our Business segment includes the voice and data telecommunication and internet solutions services we provide through Virgin Media Business to businesses, public sector organizations and service providers.

•

Content:  Our Content segment includes the operations of our wholly owned television channels, such as Virgin1, Living and Bravo. Although not included in our Content segment revenue, our content management team also oversees our interest in the UKTV television channels through our joint ventures with BBC Worldwide.

Note 2—Significant Accounting Policies

Basis of Presentation

        The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. We have evaluated subsequent events through the date the financial statements were available to be issued on February 26, 2010.

F-7

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

        On April 1, 2009, we sold our sit-up reporting unit, which was formerly included within our Content segment. In accordance with the provisions of the Property, Plant and Equipment Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, the planned sale of the sit-up business met the requirements for sit-up to be reflected as assets and liabilities held for sale and discontinued operations in both the current and prior periods. These consolidated financial statements reflect sit-up, as assets and liabilities held for sale and discontinued operations, and we have retrospectively adjusted the balance sheet as of December 31, 2008 and statements of operations, cash flows and shareholders' equity for the years ended December 31, 2008 and 2007.

        In May 2008, the FASB issued new guidance which requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuer's nonconvertible debt borrowing rate. As a result, the liability component is recorded at a discount reflecting its below market coupon interest rate, and is subsequently accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected in the results of operations. We adopted the guidance on January 1, 2009 as our convertible senior notes are within the scope of the guidance and we have applied it on a retrospective basis, whereby our prior period financial statements have been adjusted.

Principles of Consolidation

        The consolidated financial statements include the accounts for us and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated on consolidation. The operating results of acquired companies are included in our consolidated statements of operations from the date of acquisition.

        For investments in which we own 20% to 50% of the voting shares and have significant influence over the operating and financial policies, the equity method of accounting is used. Accordingly, our share of the earnings and losses of these companies are included in the share of income (losses) in equity investments in the accompanying consolidated statements of operations. For investments in which we own less than 20% of the voting shares and do not have significant influence, the cost method of accounting is used. Under the cost method of accounting, we do not record our share in the earnings and losses of the companies in which we have an investment and such investments are generally reflected in the consolidated balance sheet at historical cost.

Use of Estimates

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the amount of uncollectible accounts receivable, the amount to be paid to terminate certain agreements included in restructuring costs, amounts accrued for vacated properties, the amount to be paid for other liabilities, including contingent liabilities, our pension expense and pension funding requirements, amounts to be paid under our employee incentive plans, costs for interconnection, the amount of costs to be capitalized in connection with the construction and installation of our network and facilities, goodwill

F-8

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

and indefinite life assets, long-lived assets, certain other intangible assets and the computation of our income tax expense and liability. Actual results could differ from those estimates.

Fair Values

        We have determined the estimated fair value amounts presented in these consolidated financial statements using available market information and appropriate methodologies including, where appropriate, the recording of adjustments to fair values to reflect non-performance risk. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. We have based these fair value estimates on pertinent information available to us as of December 31, 2009 and 2008.

Foreign Currency Translation

        Our reporting currency is the pound sterling because substantially all of our revenues, operating costs and selling, general and administrative expenses are denominated in U.K. pound sterling. Exchange gains and losses on translation of our net equity investments in subsidiaries having functional currencies other than the pound sterling are reported as a separate component of accumulated other comprehensive income in shareholders' equity. Foreign currency transactions involving amounts denominated in currencies other than a subsidiary's functional currency are recorded at the exchange rate ruling at the date of the transaction and are remeasured each period with gains and losses recorded in the consolidated statement of operations.

Cash Equivalents and Restricted Cash

        Cash equivalents are short term highly liquid investments purchased with an original maturity of three months or less. We had cash equivalents totaling £370.4 million and £128.8 million as at December 31, 2009 and 2008, respectively.

        Restricted cash balances of £6.0 million as at December 31, 2009 and £6.1 million as at December 31, 2008 represent cash balances collateralized against performance bonds given on our behalf.

Trade Receivables

        Our trade receivables are stated at outstanding principal balance, net of allowance for doubtful accounts. Allowances for doubtful accounts are estimated based on the current aging of trade receivables, prior collection experience and future expectations of conditions that might impact

F-9

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

recoverability. The movements in our allowance for doubtful accounts for the years ended December 31, 2009, 2008 and 2007 are as follows (in millions):

		Year ended December 31,
		2009			2008			2007
Balance, January 1		£	16.5		£	19.5		£	51.8
	Charged to costs and expenses		25.2			31.7			32.9
	Write offs, net of recoveries		(32.1	)		(34.7	)		(65.2	)
Balance, December 31		£	9.6		£	16.5		£	19.5

Inventory

        Inventory consists of consumer goods for re-sale and programming inventory. Consumer goods for re-sale are valued at the lower of cost or market value using the first-in, first-out, or FIFO method. Cost represents the invoiced purchase cost of inventory. This valuation requires us to make judgments, based on currently available information, about obsolete, slow-moving or defective inventory. Based upon these judgments and estimates, which are applied consistently from period to period, we adjust the carrying amount of our inventory for re-sale to the lower of cost or market value.

        Programming inventory represents television programming libraries held by each of our television channels and is stated at the lower of cost or market value. Programming is recognized as inventory when a contractual purchase obligation exists, it has been delivered to us and is within its permitted broadcasting period. Programming inventory is periodically reviewed and a provision made for impairment or obsolescence.

Reclassification

        Certain prior year amounts have been reclassified to conform to the current year presentation. On our consolidated balance sheet, we have disclosed deferred financing costs separately from other assets. In our note on income taxes, we have also reclassified certain deferred tax balances from the prior year to conform with the current year's classification.

F-10

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

Fixed Assets

        Depreciation is computed by the straight-line method over the estimated useful economic lives of the assets. Land and fixed assets held for sale are not depreciated. Estimated useful economic lives are as follows:

Operating equipment:
	Cable distribution plant	8-30 years
	Switches and headends	8-10 years
	Customer premises equipment	5-10 years
	Other operating equipment	8-20 years
Other equipment:
	Buildings	30 years
	Leasehold improvements	7 years or, if less, the lease term
	Computer infrastructure	3-5 years
	Other equipment	5-12 years

        The cost of fixed assets includes amounts capitalized for labor and overhead expended in connection with the design and installation of our operating network equipment and facilities. Costs associated with initial customer installations, additions of network equipment necessary to enable enhanced services, acquisition of additional fixed assets and replacement of existing fixed assets are capitalized. The costs of reconnecting the same service to a previously installed premise are charged to expense in the period incurred. Costs for repairs and maintenance are charged to expense as incurred.

        Labor and overhead costs directly related to the construction and installation of fixed assets, including payroll and related costs of some employees and related rent and other occupancy costs, are capitalized. The payroll and related costs of some employees that are directly related to construction and installation activities are capitalized based on specific time devoted to these activities where identifiable. In cases where the time devoted to these activities is not specifically identifiable, we capitalize costs based upon estimated allocations.

Goodwill and Intangible Assets

        Goodwill and other intangible assets with indefinite lives, such as television channel trademarks and reorganization value in excess of amount allocable to identifiable assets, are not amortized and are tested for impairment annually or more frequently if circumstances indicate a possible impairment exists in accordance with the Intangibles—Goodwill and Other Topic of the FASB ASC.

        Goodwill and other intangible assets with indefinite lives are allocated to various reporting units, which are the operating segments. For purposes of performing the impairment test of goodwill during the years ended December 31, 2008 and 2007, we established the following reporting units: Cable, Mobile, Virgin Media TV and sit-up. We compared the fair value of the reporting unit to its carrying amount on an annual basis to determine if there was potential goodwill impairment. We evaluated our former Cable reporting unit for impairment on an annual basis as at December 31, while all other reporting units were evaluated as at June 30.

F-11

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

        During the first quarter of 2009, we realigned our internal reporting structure and the related financial information utilized by the chief operating decision maker to assess the performance of our business. As a result, three new operating segments and reporting units were established; Consumer, Business and Content. Content, which consists of the former Virgin Media TV reporting unit, is evaluated for impairment purposes as at June 30, while the Consumer and Business reporting units are evaluated as at October 1, each year.

        Intangible assets include trademark license agreements and customer lists. Trademark license agreements represent the portion of purchase price allocated to agreements to license trademarks acquired in business combinations. Trademark licenses are amortized over the period in which we expect to derive benefits, which is principally five years. Customer lists represent the portion of the purchase price allocated to the value of the customer base acquired in business combinations. Customer lists are amortized on a straight-line basis over the period in which we expect to derive benefits, which is principally three to six years.

Asset Retirement Obligations

        We account for our obligations under the Waste Electrical and Electronic Equipment Directive adopted by the European Union in accordance with the Asset Retirement and Environmental Obligations Topic of the FASB ASC whereby we accrue the cost to dispose of certain of our customer premises equipment at the time of acquisition.

Impairment of Long-Lived Assets

        In accordance with the Property, Plant, and Equipment Topic of the FASB ASC, long-lived assets, including fixed assets and amortizable definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We assess the recoverability of the carrying value of long-lived assets, by first grouping our long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the asset group) and, secondly, estimating the undiscounted future cash flows that are directly associated with and expected to arise from the use of and eventual disposition of such asset group. We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the carrying value of the asset group exceeds the estimated undiscounted cash flows, we record an impairment charge to the extent the carrying value of the long-lived asset exceeds its fair value. We determine fair value through quoted market prices in active markets or, if quoted market prices are unavailable, through the performance of internal analysis of discounted cash flows or external appraisals. The undiscounted and discounted cash flow analyses are based on a number of estimates and assumptions, including the expected period over which the asset will be utilized, projected future operating results of the asset group, discount rate and long term growth rate.

        As of December 31, 2009 there were no indicators of impairment that suggest the carrying amounts of our long-lived assets are not recoverable.

Deferred Financing Costs

        Deferred financing costs are incurred in connection with the issuance of debt and are amortized over the term of the related debt using the effective interest method. Deferred financing costs of

F-12

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

£112.2 million and £118.0 million as of December 31, 2009 and 2008, respectively, are included on the consolidated balance sheets.

Restructuring Costs

        We account for our restructuring costs, which comprise of lease and contract exit costs as well as employee termination costs, in accordance with the Exit or Disposal Cost Obligations Topic of the FASB ASC and recognize a liability for costs associated with restructuring activities when the liability is incurred. In 2008, we initiated a restructuring program aimed at driving further improvements in our operational performance and eliminating inefficiencies. Accruals in respect to exit activities within this program are recognized at the date the liability is incurred.

Revenue Recognition

        We recognize revenue only when it is realized or realizable and earned. We recognize revenue when all of the following are present:

•

persuasive evidence of an arrangement exists between us and our customers;

•

delivery has occurred or the services have been rendered;

•

the price for the service is fixed or determinable; and

•

collectibility is reasonably assured.

Fixed line telephone, cable television and internet revenues are recognized as the services are provided to customers. At the end of each period, adjustments are recorded to defer revenue relating to services billed in advance and to accrue for earned but unbilled services.

Installation revenues are recognized in accordance with the provisions of the Revenue Recognition Topic of the FASB ASC, in relation to connection and activation fees for cable television, as well as fixed line telephone and internet services, on the basis that we market and maintain a unified fiber network through which we provide all of these services. Installation revenues are recognized at the time the installation has been completed to the extent that those fees are less than direct selling costs. Installation fees in excess of direct selling costs are deferred and amortized over the expected life of the customer's connection.

Rental revenues in respect of line rentals and rental of equipment provided to customers are recognized on a straight-line basis over the term of the rental agreement.

Mobile handset and other equipment revenues are recognized when the goods have been delivered and title has passed. Equipment revenue is stated net of discounts earned through service usage.

Mobile service revenues include airtime, data, roaming and long-distance revenues and are invoiced and recorded as part of a periodic billing cycle. Service revenues are recognized as the services are provided. At the end of each period, adjustments are recorded to defer revenue relating to services billed in advance and to accrue for earned but unbilled services.

        Contract customers are billed in arrears based on usage and revenue is recognized when the service is rendered and collectibility is reasonably assured. Revenue from non-contract pre-pay

F-13

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

customers is recorded as deferred revenue prior to commencement of services and is recognized as the services are rendered or usage expires.

Bundled services revenue is recognized in accordance with the provisions of the Revenue Recognition Topic of the FASB ASC, to assess whether the components of the bundled services should be recognized separately.

        For bundled packages that have separately identifiable components, the total consideration is allocated to the different components based on their relative fair values. Where the fair value of a delivered component cannot be determined reliably but the fair value of the undelivered component can be, the fair value of the undelivered component is deducted from the total consideration and the net amount is allocated to the delivered components based on the "residual value" method.

Programming revenues are recognized in accordance with the Entertainment—Films Topic of the FASB ASC. Revenue on transactional and interactive sales is recognized as and when the services are delivered. Advertising sales revenue is recognized at estimated realizable values when the advertising is aired.

Subscriber Acquisition Costs

        Costs incurred in respect to the acquisition of our customers, including payments to distributors and the cost of mobile handset promotions, are expensed as incurred.

Advertising Expense

        We expense the cost of advertising as incurred. Advertising costs were £105.7 million, £99.8 million and £108.6 million in 2009, 2008 and 2007, respectively.

Stock-Based Compensation

        We have a number of stock-based employee compensation plans, as described more fully in note 11. We account for these compensation plans in accordance with the Compensation—Stock Compensation Topic of the FASB ASC which requires all entities to measure liabilities incurred in stock-based payment transactions at fair value and to estimate the number of instruments for which the requisite service period is expected to be rendered. Where applicable, modifications to the terms or conditions of an award are measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification.

Pensions

        We account for our defined benefit pension arrangements in accordance with the Compensation-Retirement Benefits Topic of the FASB ASC which requires that pension expense is recognized on an accrual basis over employees' approximate service periods. Pension expense calculated is generally independent of funding decisions or requirements.

        We recognize the funded status of our defined benefit postretirement plans on our balance sheet, and changes in the funded status are reflected in comprehensive income.

F-14

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

Derivative Financial Instruments

        We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. As certain portions of our indebtedness accrue interest at variable rates, we are exposed to volatility in future cash flows and earnings associated with variable interest rate payments. Also, substantially all of our revenue and operating costs are earned and paid in pounds sterling and, to a lesser extent, U.S. dollars and euros, but we pay interest and principal obligations on some of our indebtedness in U.S. dollars and euros. As a result, we have exposure to volatility in future cash flows and earnings associated with changes in foreign currency exchange rates on payments of principal and interest on a portion of our indebtedness. We are also exposed to volatility in future cash flows and earnings associated with foreign currency payments in relation to operating costs and purchases of fixed assets incurred in the normal course of business.

        Our objective in managing exposure to fluctuations in interest rates and foreign currency exchange rates is to decrease the volatility of our earnings and cash flows caused by changes in underlying rates. To achieve this objective, we have entered into derivative financial instruments. We have established policies and procedures to govern the management of these exposures through a variety of derivative financial instruments, including interest rate swaps, cross-currency interest rate swaps and foreign currency forward rate contracts. By policy, we do not enter into derivative financial instruments with a level of complexity or with a risk that is greater than the exposure to be managed.

        In order to qualify for hedge accounting in accordance with the Derivatives and Hedging Topic of the FASB ASC we are required to document in advance the relationship between the item being hedged and the hedging instrument. We are also required to demonstrate that the hedge will be highly effective on an ongoing basis. This effectiveness testing is performed and documented at each period end to ensure that the hedge remains highly effective.

        We recognize all derivative financial instruments as either assets or liabilities measured at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. To the extent that the derivative instrument is designated and considered to be effective as a cash flow hedge of an exposure to future changes in interest rates or foreign currency exchange rates, the change in fair value of the instrument is deferred in accumulated other comprehensive income or loss. Amounts recorded in accumulated other comprehensive income or loss are reclassified to the statement of operations in the same period as the corresponding impact on earnings from the underlying hedged transaction. Changes in fair value of any instrument not designated as an accounting hedge or considered to be ineffective as an accounting hedge are reported in earnings immediately.

        Where an accounting hedge no longer meets the effectiveness criteria, any gains or losses deferred in equity are only transferred to the statement of operations when the committed or forecasted transaction is recognized in the statement of operations. However, where we have applied cash flow hedge accounting for a forecasted or committed transaction that is no longer expected to occur, then the cumulative gain or loss that has been recorded in equity is recognized immediately as gains or losses on derivative instruments in the statement of operations. When an instrument designated as an accounting hedge expires or is sold, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the statement of operations.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

Software Development Costs

        We capitalize costs related to computer software developed or obtained for internal use in accordance with the Intangibles—Goodwill and Other Topic of the FASB ASC. Software obtained for internal use has generally been enterprise-level business and finance software that we customize to meet our specific operational needs. Costs incurred in the application development phase are capitalized and amortized over their useful lives, which are generally three to five years. We have not sold, leased or licensed software developed for internal use to our customers and we have no intention of doing so in the future.

Income Taxes

        We provide for income taxes in accordance with the Income Taxes Topic of the FASB ASC. Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. We recognize deferred tax assets only if it is more likely than not that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses can be utilized. We have considered future taxable income and tax planning strategies in assessing whether deferred tax assets should be recognized.

Loss from Continuing and Discontinued Operations Per Share and Net Loss Per Share

        Basic and diluted loss from continuing operations and discontinued operations per share and net loss per share are computed by dividing the loss from continuing operations, discontinued operations and net loss, respectively, by the average number of shares outstanding during the years ended December 31, 2009, 2008 and 2007. Options, warrants, shares issuable under the convertible senior notes and shares of restricted stock held in escrow are excluded from the calculation of diluted net loss from continuing operations and discontinued operations per share for all periods presented since the inclusion of such securities is anti-dilutive. The average number of shares outstanding is computed as follows (in millions):

	Year ended December 31,
	2009		2008		2007
Adjusted number of shares outstanding at start of period		328.1		327.5		323.9
Issues of common stock (average number outstanding during the period)		0.7		0.5		2.0
Average number of shares outstanding		328.8		328.0		325.9

Note 3—Recent Accounting Pronouncements

        In June 2009, the FASB issued guidance relating to the FASB Accounting Standards Codification. Effective for interim or annual financial periods ending after September 15, 2009, the ASC became the single official source of authoritative U.S. GAAP (other than guidance issued by the SEC), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force (EITF), and related literature. After September 15, 2009, only one level of authoritative U.S. GAAP exists. All other literature will be considered non-authoritative. The ASC does not change U.S. GAAP; instead, it

F-16

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Recent Accounting Pronouncements (Continued)

introduces a new structure that is organized in an easily accessible, user-friendly online research system. We have adopted the disclosure requirements of this guidance.

        In December 2007, the FASB issued new accounting guidance for business combinations. This guidance requires the acquiring entity in a business combination to prospectively recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. Further, regardless of the business combination date, any subsequent changes to acquired uncertain tax positions and valuation allowances associated with acquired deferred tax assets will no longer be applied to goodwill but will be recognized as an adjustment to income tax expense. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this guidance did not have a material impact on our consolidated financial statements.

        In December 2007, the FASB issued new accounting guidance for noncontrolling interests in subsidiaries. This guidance establishes requirements for ownership interests in subsidiaries held by parties other than ourselves (sometimes called "minority interests") to be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent's equity. All changes in the parent's ownership interests are required to be accounted for consistently as equity transactions and any non controlling equity investments in unconsolidated subsidiaries must be measured initially at fair value. This guidance is effective, on a prospective basis, for fiscal years beginning after December 15, 2008; however, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. The account balances recorded in our consolidated financial statements relating to noncontrolling interests are immaterial and therefore, the disclosure requirements have not been applied as permitted by the provisions of the guidance.

        In December 2008, the FASB issued new accounting guidance which expands the disclosure requirements related to plan assets of a defined benefit pension or other postretirement plan. The guidance requires that employers disclose information about fair value measurements of plan assets similar to the disclosures required by the Fair Value Measurements and Disclosures Topic of the ASC. The new guidance is a response to users' concerns about the lack of transparency surrounding the types of assets and associated risks in an employer's defined benefit pension or other postretirement plan and events in the economy and markets that could have a significant effect on the value of plan assets. The guidance is effective for fiscal years ending after December 15, 2009. We have adopted the disclosure requirements of this guidance.

        In April 2009, the FASB issued new accounting guidance for disclosures about the fair value of financial instruments in interim reporting periods. Such disclosures were previously required only in annual financial statements. This guidance is effective for financial statements issued for all periods ending after June 15, 2009. We have adopted the disclosure requirements of this guidance.

        In May 2009, the FASB issued new accounting guidance for the disclosure of subsequent events, effective for financial statements issued for all periods ending after June 15, 2009. The guidance establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted this guidance during the second quarter of 2009.

F-17

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Recent Accounting Pronouncements (Continued)

        In September 2009, the FASB ratified new accounting guidance for existing multiple-element revenue arrangements. The revised multiple-element revenue arrangements guidance will be effective for the first annual reporting period beginning on or after June 15, 2010 and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. We have not yet adopted the provisions of this guidance and are evaluating the impact on our consolidated financial statements.

Note 4—Disposals

Disposal of sit-up

        On April 1, 2009, we completed the disposal of our sit-up reporting unit, which was formerly included within our Content segment. sit-up provided a variety of retail consumer products through three interactive auction-based television channels: price-drop tv, bid tv and speed auction tv.

        We determined that the planned sale of the sit-up business met the requirements as of March 31, 2009 for sit-up to be reflected as assets and liabilities held for sale and discontinued operations in both the current and prior periods and we adjusted the balance sheet as of December 31, 2008 and statement of operations for the years ended December 31, 2008 and 2007 accordingly. Revenue of the sit-up business, reported in discontinued operations, for the years ended December 31, 2009, 2008 and 2007 was £38.9 million, £241.8 million and £238.6 million, respectively. sit-up's pre-tax loss, reported within discontinued operations, for the years ended December 31, 2009, 2008 and 2007 was £22.8 million, £66.6 million and £10.7 million, respectively. Revenue related to the carriage of the sit-up channels recognized in our Consumer segment that had previously been eliminated for consolidation purposes was £0.6 million, £2.7 million and £3.5 million for the years ended December 31, 2009, 2008 and 2007, respectively.

        The assets and liabilities of the sit-up business reported as held for sale as of December 31, 2008 included (in millions):

			December 31, 2008
Current assets held for sale
	Accounts receivable, net		£	2.4
	Inventory			7.2
	Prepaid expenses			5.4
	Other assets			41.2
		Current assets held for sale	£	56.2
Current liabilities held for sale
	Accounts payable		£	26.5
	Accrued expenses			9.6
	Deferred revenue and other liabilities			0.1
		Current liabilities held for sale	£	36.2

F-18

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4—Disposals (Continued)

        In accordance with the sale agreement, part of the consideration included a loan note from the purchasers. On April 1, 2009, we entered into a five-year carriage agreement with sit-up for continued distribution of the three sit-up channels on our television platform. In general, the agreements governing the loan note and exchange of services between us and sit-up are for specified periods at commercial rates. Following the sale, our continuing involvement with sit-up is limited to the loan note and carriage agreement and is therefore not considered significant. The loan note was repaid during the year ended December 31, 2009.

        As at December 31, 2008, we performed an interim goodwill impairment review of our sit-up reporting unit. In September 2008, we received notification that one of our two licenses to broadcast over Freeview digital terrestrial television would not be renewed. Along with this, the downturn in the economy had reduced the level of retail sales. As a result, management concluded that indicators existed that suggested it was more likely than not that the fair value of this reporting unit was less than its carrying value.

        The fair value of the sit-up reporting unit, which was determined through the use of a combination of both the market and income approaches to calculate fair value, was found to be less than the carrying value. The market and income approaches declined from the goodwill impairment test we performed as at June 30, 2008 as a result of reduced long term cash flow estimates. As a result, we extended our review to include the valuation of the reporting unit's individual assets and liabilities and recognized a goodwill impairment charge of £39.9 million. During the year ended December 31, 2008, we impaired intangible assets relating to our sit-up reporting unit totaling £14.9 million. Subsequent to the year end, in accordance with the provisions of the Property, Plant, and Equipment Topic of the FASB ASC, we wrote down the assets held for sale to fair value based upon the agreed purchase consideration. This resulted in a £19.0 million impairment charge, which was recognized in the loss from discontinued operations for the year ended December 31, 2009.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5—Fixed Assets (Including Leases)

        Fixed assets consist of (in millions):

			December 31,
			2009						2008
		Useful Economic Life	Total			Under Capital Leases			Total			Under Capital Leases
Operating equipment
	Cable distribution plant	8-30 years	£	6,384.3		£	28.8		£	6,113.3		£	28.8
	Switches and headends	8-10 years		820.3			20.0			754.3			29.4
	Customer premises equipment	5-10 years		1,188.3			—			1,105.7			—
	Other operating equipment	8-20 years		13.2			—			8.9			—
	Total operating equipment			8,406.1			48.8			7,982.2			58.2
Other equipment
	Land	—		13.5			—			13.5			—
	Buildings	30 years		118.6			—			119.6			—
	Leasehold improvements	7 years or, if less, the lease term		63.8			—			56.7			—
	Computer infrastructure	3-5 years		276.4			56.3			233.4			63.5
	Other equipment	5-12 years		255.3			124.0			274.0			108.0
	Total other equipment			727.6			180.3			697.2			171.5
				9,133.7			229.1			8,679.4			229.7
Accumulated depreciation				(4,224.0	)		(88.0	)		(3,441.9	)		(70.6	)
				4,909.7			141.1			5,237.5			159.1
Construction in progress				139.5			—			104.6			—
			£	5,049.2		£	141.1		£	5,342.1		£	159.1

        During the years ended December 31, 2009, 2008 and 2007, the assets acquired under capital leases totaled £34.4 million, £99.2 million and £45.8 million, respectively.

F-20

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5—Fixed Assets (Including Leases) (Continued)

        Future minimum annual payments under capital and operating leases at December 31, 2009 are as follows (in millions). The table reflects our contractual obligations.

	Capital Leases			Operating Leases
Year ending December 31:
2010	£	51.2		£	60.1
2011		65.2			61.3
2012		36.6			51.7
2013		12.3			41.1
2014		4.1			29.1
Thereafter		80.1			81.0
Total minimum lease payments		249.5			£324.3
Less: amount representing interest		(82.9	)
Present value of net minimum obligations		166.6
Less: current portion		(40.6	)
	£	126.0

        Total rental expense for the years ended December 31, 2009, 2008 and 2007 under operating leases was £59.6 million, £42.9 million and £50.0 million, respectively.

        During 2009 and 2008, the changes in the asset retirement obligations related to customer premises equipment were as follows (in millions):

		2009			2008
Asset retirement obligation at the beginning of the year		£	57.8		£	58.9
	Assets acquired		12.7			15.2
	Liabilities settled		(3.8	)		(7.9	)
	Accretion expense		4.5			4.7
	Revisions in cash flow estimates		(24.9	)		(13.1	)
Asset retirement obligation at the end of the year		£	46.3		£	57.8

F-21

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6—Goodwill and Intangible Assets

        Goodwill and intangible assets consist of (in millions):

			December 31,
		Estimated Useful Life
			2009		2008
Goodwill and intangible assets not subject to amortization:
	Goodwill		£	1,916.5	£	1,922.2
	Reorganization value in excess of amounts allocable to identifiable assets			144.1		144.1
	Trademarks			11.3		16.0
			£	2,071.9	£	2,082.3
Intangible assets subject to amortization:
Cost
	Customer lists	3-6 years	£	754.6	£	1,052.9
	Software and other intangible assets	1-3 years		5.5		32.8
				760.1		1,085.7
Accumulated amortization
	Customer lists			489.5		549.9
	Software and other intangible assets			4.7		25.5
				494.2		575.4
			£	265.9	£	510.3

        Estimated aggregate amortization expense for each of the five succeeding fiscal years after December 31, 2009 is as follows: £147.4 million in 2010, £118.5 million in 2011 and nil thereafter.

        During the years ended December 31, 2009 and 2008, assets not subject to amortization were adjusted for the following (in millions):

		Trademarks			Reorganization Value			Goodwill
Balance, December 31, 2007		£	16.5		£	146.1		£	2,285.7
	Deferred tax balances		—			(2.0	)		(1.3	)
	Goodwill and intangible asset impairments		(0.5	)		—			(362.2	)
Balance, December 31, 2008		£	16.0		£	144.1		£	1,922.2
	Goodwill and intangible asset impairments		(4.7	)		—			—
	Amendment to business acquisition goodwill		—			—			(5.7	)
Balance, December 31, 2009		£	11.3		£	144.1		£	1,916.5

        As at December 31, 2009, goodwill and intangible assets not subject to amortization totaling £1,812.0 million, £205.9 million and £54.0 million are allocated to our Consumer, Business and Content reporting units, respectively.

        We performed our annual impairment review of our Content reporting unit as at June 30, 2009. As a result of this review we concluded that no impairment charge was required as at June 30, 2009.

F-22

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6—Goodwill and Intangible Assets (Continued)

        We performed our annual impairment review of our Consumer and Business reporting units as at October 1, 2009. As a result of this review we concluded that no impairment charge was required as at October 1, 2009. During the fourth quarter of 2009, we entered into a license agreement with Virgin Enterprises Limited for use of the "Virgin" name for our Business reporting unit. As a result of the decision to rebrand this reporting unit, we recognized an impairment charge of £4.7 million in respect to the Telewest trademark which we discontinued using from February 10, 2010.

        As at June 30, 2008, we performed our annual impairment review of the goodwill recognized in the Virgin Media TV and former Mobile reporting units. The fair value of these reporting units were determined through the use of a combination of both the market and income valuation approaches to calculate fair value. We concluded that the fair value of the Virgin Media TV reporting unit exceeded its carrying value, while the Mobile reporting unit fair value was less than its carrying value.

        The market approach valuations in respect of the Mobile reporting unit had declined from the prior year primarily as a result of declining market multiples of comparable companies. The income approach valuations in respect of the Mobile reporting unit declined as a result of a combination of an increased discount rate, a reduced terminal value multiple and reduced long term cash flow estimates. As a result, we extended our review to include the valuation of the Mobile reporting unit's individual assets and liabilities and recognized a goodwill impairment charge of £362.2 million in the year ended December 31, 2008.

        As at December 31, 2008, we performed our annual impairment review of the goodwill recognized in our former Cable reporting unit and concluded that no impairment charge was necessary. Subsequent to the year end, management performed an exercise to reallocate goodwill and reorganization value intangible assets that had been previously recognized in the former Cable and Mobile reporting units to our Consumer and Business reporting units. As a result of this review, goodwill and reorganization value intangible assets totaling £1,817.1 million and £206.4 million were allocated to the Consumer and Business reporting units, respectively. We also performed an interim impairment review of the goodwill related to the former Mobile reporting unit as at January 1, 2009 and concluded that the goodwill was not impaired. The revised amounts will be tested for impairment on an annual basis on October 1 of each year.

Note 7—Investments

        Through our wholly owned subsidiary, Flextech Broadband Limited, we own a 50% equity investment in the UKTV joint venture companies and a 49.9% equity investment in the Setanta Sports News channel. These investments are accounted for under the equity method at December 31, 2009. The UKTV joint venture companies operate a portfolio of channels under the UKTV brand. This equity investment was acquired as part of the acquisition of Telewest on March 3, 2006. In accordance with the joint venture agreements between Flextech Broadband Limited and BBC Worldwide, we are required to recognize 100% of any losses for those companies which represent UKTV. The Setanta Sports News channel was incorporated on November 29, 2007 and we have recognized our proportion of its losses from that date. Setanta Sports News ceased broadcasting in June 2009 when Setanta Sports Limited entered administration.

F-23

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7—Investments (Continued)

        Investments consist of (in millions):

	December 31,
	2009		2008
Loans and redeemable preference shares		£129.3		£137.7
Share of net assets		230.6		215.8
		£359.9		£353.5

Note 8—Long Term Debt

        Long term debt consists of (in millions):

		December 31, 2009			December 31, 2008
U.S. Dollar
	8.75% U.S. dollar senior notes due 2014	£	55.3		£	290.7
	9.125% U.S. dollar senior notes due 2016		340.2			376.2
	6.50% U.S. dollar convertible senior notes due 2016		504.5			545.9
	9.50% U.S. dollar senior notes due 2016		810.9			—
	8.375% U.S. dollar senior notes due 2019		365.1			—
	Senior credit facility		275.3			363.8
Euro
	8.75% euro senior notes due 2014		41.9			214.2
	9.50% euro senior notes due 2016		152.9			—
	Senior credit facility		356.5			403.7
Sterling
	9.75% sterling senior notes due 2014		78.8			375.0
	8.875% sterling senior notes due 2019		344.5			—
	Senior credit facility		2,481.0			3,421.9
	Capital leases		166.6			174.6
	Other		1.2			4.1
			5,974.7			6,170.1
	Less: current portion		(41.2	)		(40.5	)
		£	5,933.5		£	6,129.6

        The effective interest rate on the senior credit facility was 5.3% and 7.3% as at December 31, 2009 and 2008, respectively.

        The terms of the senior notes and senior credit facility as at December 31, 2009 are summarized below.

Senior Notes

        At December 31, 2009, we had the following senior notes outstanding:

•

8.75% Senior Notes due April 15, 2014—The principal amount at maturity is $89.3 million. Interest is payable semi-annually on April 15 and October 15 commencing October 15, 2004.

F-24

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

•

9.75% Senior Notes due April 15, 2014—The principal amount at maturity is £78.8 million. Interest is payable semi-annually on April 15 and October 15 commencing October 15, 2004.

•

8.75% Senior Notes due April 15, 2014—The principal amount at maturity is €47.3 million. Interest is payable semi-annually on April 15 and October 15 commencing October 15, 2004.

•

9.125% Senior Notes due August 15, 2016—The principal amount at maturity is $550 million. Interest is payable semi-annually on February 15 and August 15 commencing February 15, 2007.

•

9.50% Senior Notes due August 15, 2016—The principal amount at maturity is $1,350 million and €180 million. Interest is payable semi-annually on February 15 and August 15 commencing February 15, 2010.

•

8.375% Senior Notes due October 15, 2019—The principal amount at maturity is $600 million. Interest is payable semi-annually on April 15 and October 15 commencing April 15, 2010.

•

8.875% Senior Notes due October 15, 2019—The principal amount at maturity is £350 million. Interest is payable semi-annually on April 15 and October 15 commencing April 15, 2010.

        On June 3, 2009, Virgin Media Finance PLC, or Virgin Media Finance, issued $750 million aggregate principal amount of 9.50% senior notes due 2016 and €180 million aggregate principal amount of 9.50% senior notes due 2016, collectively the 9.50% senior notes due 2016. The 9.50% senior notes due 2016 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014 and 2016. Interest is payable on February 15 and August 15 of each year. The 9.50% senior notes due 2016 mature on August 15, 2016 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by Virgin Media Investment Holdings Limited, or VMIH, and Virgin Media Investments Limited, or VMI. We used the net proceeds, together with cash on hand, to make repayments totaling £608.5 million under our senior credit facility. On July 21, 2009, we issued an additional $600 million aggregate principal amount of 9.50% senior notes due 2016 under the same terms as the notes issued on June 3, 2009. We used the net proceeds, together with cash on hand, to make repayments totaling £403.6 million under our senior credit facility.

        On November 9, 2009, Virgin Media Finance issued $600 million aggregate principal amount of 8.375% senior notes due 2019 and £350 million aggregate principal amount of 8.875% senior notes due 2019. The senior notes due 2019 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014 and 2016. Interest is payable on April 15 and October 15 of each year. The senior notes due 2019 mature on October 15, 2019 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and VMI. We used the net proceeds, together with cash on hand, to make repayments totaling £658.8 million on our senior notes due 2014.

        Subsequent to the year end, on January 19, 2010, our wholly owned subsidiary Virgin Media Secured Finance PLC, issued $1.0 billion aggregate principal amount of 6.50% senior secured notes due 2018 and £875 million aggregate principal amount of 7.00% senior secured notes due 2018. Interest is payable on June 15 and December 15 each year, beginning on June 15, 2010. The senior secured notes due 2018 rank pari passu with our senior credit facility and, subject to certain exceptions, share in

F-25

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

the same guarantees and security which has been granted in favor of our senior credit facility. We used the net proceeds to make repayments totaling £1,453.0 million under our senior credit facility.

Convertible Senior Notes

        On April 16, 2008, Virgin Media Inc. issued U.S. dollar denominated 6.50% convertible senior notes due 2016 with a principal amount outstanding of $1.0 billion and used the proceeds and cash on hand to repay £504.0 million of our obligations under our senior credit facility that were originally scheduled to be paid in 2009, 2010 and 2012. The convertible senior notes are unsecured senior obligations of Virgin Media Inc. and, consequently, are subordinated to our obligations under the senior credit facility and rank equally with Virgin Media Inc.'s guarantees of our senior notes. The convertible senior notes bear interest at an annual rate of 6.50% payable semi-annually on May 15 and November 15 of each year, beginning November 15, 2008. The convertible senior notes mature on November 15, 2016 and may not be redeemed by us prior to their maturity date. Upon conversion, we may elect to settle in cash, shares of common stock or a combination of cash and shares of our common stock.

        Holders of convertible senior notes may tender their notes for conversion at any time on or after August 15, 2016 through to the second scheduled trading date preceding the maturity date. Prior to August 15, 2016, holders may convert their notes, at their option, only under the following circumstances: (i) in any quarter, if the closing sale price of Virgin Media Inc.'s common stock during at least 20 of the last 30 trading days of the prior quarter was more than 120% of the applicable conversion price per share of common stock on the last day of such prior quarter; (ii) if, for five consecutive trading days, the trading price per $1,000 principal amount of notes was less than 98% of the product of the closing price of our common stock and the then applicable conversion rate; (iii) if a specified corporate event occurs, such as a merger, recapitalization, reclassification, binding share exchange or conveyance of all, or substantially all, of Virgin Media Inc.'s assets; (iv) the declaration by Virgin Media Inc. of the distribution of certain rights, warrants, assets or debt securities to all, or substantially all, holders of Virgin Media Inc.'s common stock; or (v) if Virgin Media Inc. undergoes a fundamental change (as defined in the indenture governing the convertible senior notes), such as a change in control, merger, consolidation, dissolution or delisting.

        The initial conversion rate is equal to 52.0291 shares of Virgin Media Inc.'s common stock per $1,000 of convertible senior notes, which represents an initial conversion price of approximately $19.22 per share of common stock. The conversion rate is subject to adjustment for stock splits, stock dividends or distributions, the issuance of certain rights or warrants, certain cash dividends or distributions or stock repurchases where the price exceeds market values. In the event of specified fundamental changes relating to Virgin Media Inc., referred to as "make whole" fundamental changes, the conversion rate will be increased as provided by a formula set forth in the indenture governing the convertible senior notes.

        Holders may also require us to repurchase the convertible senior notes for cash in the event of a fundamental change for a purchase price equal to 100% of the principal amount, plus accrued but unpaid interest to the purchase date.

        In May 2008, the FASB issued new guidance which requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuer's nonconvertible

F-26

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

debt borrowing rate. As a result, the liability component is recorded at a discount reflecting its below market coupon interest rate, and is subsequently accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected in the results of operations. We adopted the guidance on January 1, 2009 as our convertible senior notes are within the scope of the guidance and we have applied it on a retrospective basis, whereby our prior period results have been adjusted.

        We applied a nonconvertible borrowing rate of 10.35% which resulted in the recognition of a discount on the convertible senior notes totaling £108.2 million, with the offsetting amount recognized as a component of additional paid-in capital. In addition, a cumulative translation adjustment of £36.1 million was recognized in relation to prior periods due to the decrease in the foreign denominated debt balance subject to translation during 2008.

        As of December 31, 2009 and 2008, the equity component of the convertible senior notes was £108.2 million. The following table presents the principal amount of the liability component, the unamortized discount, and the net carrying amount of our convertible debt instruments as of December 31, 2009 and 2008 (in millions):

	December 31,
	2009			2008
Principal obligation	£	618.5		£	684.0
Unamortized discount		(114.0	)		(138.1	)
Net carrying amount	£	504.5		£	545.9

        As of December 31, 2009, the remaining discount will be amortized over a period of approximately 7 years. The amount of interest cost recognized for the contractual interest coupon during the years ended December 31, 2009 and 2008 was approximately £41.5 million and £24.9 million, respectively. The amount of interest cost recognized for the amortization of the discount on the liability component of the senior convertible notes for the years ended December 31, 2009 and 2008 was £11.2 million and £6.2 million, respectively.

Senior Credit Facility

        The principal amount outstanding under our senior credit facility at December 31, 2009 was £3,112.8 million. Our senior credit facility comprises a term facility denominated in a combination of pounds sterling, U.S. dollars and euros in aggregate principal amounts of £2,481.0 million, $445.1 million and €402.1 million, and a revolving facility of £100.0 million. At December 31, 2009, the sterling equivalent of £3,112.8 million of the term facility had been drawn and £11.6 million of the revolving credit facility had been utilized for bank guarantees and standby letters of credit.

        The senior credit facility bears interest at LIBOR, US LIBOR or EURIBOR plus a margin currently ranging from 1.25% to 3.625% and the applicable cost of complying with any reserve requirement. The margins on £963.4 million of the term loan facilities and on the revolving credit facility ratchet range from 1.25% to 3.125% based on leverage ratios. Interest is payable at least semi-annually. Principal repayments in respect of £963.4 million of the term loan facilities are due semi-annually beginning in March 2010 and ending on March 3, 2011, and the remaining term loan

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

facilities are repayable in full on their maturity dates, which are September 3, 2012 and March 3, 2013. We are also required to make principal repayments out of excess cash flows if certain criteria are met.

        On November 10, 2008, we amended our senior credit facility. Among other things, this amendment allowed us to defer over 70.3% of the remaining principal payments due in 2010 and 2011 to June 2012, extend the maturity of over 72.3% of the existing revolving facility from March 2011 to June 2012 and reset certain financial covenant ratios. These changes became effective in June 2009 following our satisfaction of the repayment condition under the senior credit facility. Upon satisfaction of the repayment condition, the applicable interest margin in respect of the principal amounts that were deferred and the extended revolving facility also increased by 1.375%, and we were required to pay £11.5 million in fees.

        The facility is secured through a guarantee from Virgin Media Finance. In addition, the bulk of the facility is secured through guarantees and first priority pledges of the shares and assets of substantially all of the operating subsidiaries of VMIH, and of receivables arising under any intercompany loans to those subsidiaries. We are subject to financial maintenance tests under the facility, including a test of liquidity, coverage and leverage ratios applied to us and certain of our subsidiaries. As of December 31, 2009, we were in compliance with these covenants.

        The agreements governing the senior notes and the senior credit facility significantly restrict the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. In addition, the agreements significantly, and, in some cases, absolutely restrict our ability and the ability of most of our subsidiaries to:

•

incur or guarantee additional indebtedness;

•

pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;

•

make investments;

•

sell assets, including the capital stock of subsidiaries;

•

enter into sale and leaseback transactions or certain vendor financing arrangements;

•

create liens;

•

enter into agreements that restrict the restricted subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;

•

merge or consolidate or transfer all or substantially all of our assets; and

•

enter into transactions with affiliates.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

        Long term debt repayments, excluding capital leases, as of December 31, 2009, are due as follows (in millions):

Year ending December 31:
2010	£	0.5
2011		286.1
2012		2,527.3
2013		300.1
2014		176.0
Thereafter		2,674.5
Total debt payments	£	5,964.5

        On a pro forma basis taking into account the issuance of the senior secured notes on January 19, 2010 and the related repayment of our senior credit facility as if these transactions had occurred on December 31, 2009, the long term debt repayments, excluding capital leases, as of December 31, 2009, are due as follows (in millions):

Year ending December 31:
2010	£	0.4
2011		0.4
2012		1,327.6
2013		300.1
2014		176.0
Thereafter		4,168.0
Total debt payments	£	5,972.5

Note 9—Fair Value Measurements

        U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities, or
	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
	Inputs other than quoted prices that are observable for the asset or liability
Level 3	Unobservable inputs for the asset or liability

        We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We have determined that all of our financial assets and liabilities that are stated at fair value fall in levels 1 and 2 in the fair value hierarchy described above.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9—Fair Value Measurements (Continued)

        In estimating the fair value of our other financial instruments, we used the following methods and assumptions:

        Cash and cash equivalents, and restricted cash:    The carrying amounts reported in the consolidated balance sheets approximate fair value due to the short maturity and nature of these financial instruments.

        Derivative financial instruments:    As a result of our financing activities, we are exposed to market risks from changes in interest and foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from interest and foreign currency exchange rate fluctuations through the use of derivative financial instruments. The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using counterparty valuations, or market transactions in either the listed or over-the-counter markets, adjusted for non-performance risk. As such, these derivative instruments are classified within level 2 in the fair value hierarchy. The carrying amounts of our derivative financial instruments are disclosed in note 10.

        Long term debt:    In the following table the fair value of our senior credit facility is based upon quoted trading prices in inactive markets for this debt, which incorporates non-performance risk, and is classified within level 2 of the fair value hierarchy. The fair values of our other debt in the following table are based on the quoted market prices in active markets and incorporate non-performance risk. Accordingly, the inputs used to value these debt instruments are classified within level 1 of the fair value hierarchy.

        The carrying amounts and fair values of our long term debt are as follows (in millions):

	December 31, 2009				December 31, 2008
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior credit facility		£3,112.8		£3,043.5		£4,189.4		£3,048.0
8.75% U.S. dollar senior notes due 2014		55.3		57.7		290.7		246.7
9.75% sterling senior notes due 2014		78.8		81.6		375.0		292.5
8.75% euro senior notes due 2014		41.9		43.7		214.2		158.8
9.125% U.S. dollar senior notes due 2016		340.2		359.4		376.2		313.1
6.50% U.S. dollar convertible senior notes due 2016		504.5		737.0		545.9		305.1
9.50% U.S. dollar senior notes due 2016		810.9		895.8		—		—
9.50% euro senior notes due 2016		152.9		173.5		—		—
8.375% U.S. dollar senior notes due 2019		365.1		377.0		—		—
8.875% sterling senior notes due 2019		344.5		355.3		—		—

Concentrations of Credit Risk

        Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, trade receivables and derivative contracts.

        At December 31, 2009 and 2008, we had £430.5 million and £181.6 million, respectively, in cash and cash equivalents. These cash and cash equivalents are on deposit with major financial institutions and, as part of our cash management process, we perform regular evaluations of the credit standing of

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9—Fair Value Measurements (Continued)

these institutions using a range of metrics. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash balances.

        Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our Business segment customers' financial condition and generally do not require collateral. No single group or customer represents greater than 10% of total accounts receivable.

        Concentrations of credit risk with respect to derivative contracts are focused within a limited number of international financial institutions with which we operate and relate only to derivatives with recorded asset balances at December 31, 2009. We perform regular reviews of the financial institutions with which we operate as to their credit worthiness and financial condition. We have not experienced non-performance by any of our derivative counterparties nor do we expect there to be non-performance risks associated with our counterparties. At December 31, 2009, based on market values, we had 68.2% of our derivative contracts with three financial institutions, each with more than 10% of our total exposure. At December 31, 2008, based on market values, we had 54.4% of our derivative contracts with three financial institutions, each with more than 10% of our total exposure.

Note 10—Derivative Financial Instruments and Hedging Activities

Strategies and Objectives for Holding Derivative Instruments

        Our results are materially impacted by changes in interest rates and foreign currency exchange rates. In an effort to manage these risks, we periodically enter into various derivative instruments including interest rate swaps, cross- currency interest rate swaps and foreign exchange forward rate contracts. We are required to recognize all derivative instruments as either assets or liabilities at fair value on our consolidated balance sheets, and to recognize certain changes in the fair value of derivative instruments on our consolidated statements of operations.

        We have entered into cross-currency interest rate swaps and foreign currency forward rate contracts to manage interest rate and foreign exchange rate currency exposures with respect to our U.S. dollar ($) and euro (€) denominated debt obligations. Additionally, we have entered into interest rate swaps to manage interest rate exposures resulting from variable rates of interest we pay on our U.K. pound sterling (£) denominated debt obligations. We have also entered into U.S. dollar, euro and South African rand (ZAR) forward rate contracts to manage our foreign exchange rate currency exposures related to certain committed and forecasted purchases.

        Whenever it is practical to do so, we will designate a derivative contract as either a cash flow or fair value hedge for accounting purposes. These derivatives are referred to as "Accounting Hedges" below. When a derivative contract is not designated as an Accounting Hedge, the derivative will be treated as an economic hedge with mark-to-market movements and realized gains or losses recognized through gains (losses) on derivative instruments in the statements of operations. These derivatives are referred to as "Economic Hedges" below. We do not enter into derivatives for speculative trading purposes.

        In respect to Accounting Hedges, we believe our hedge contracts will be highly effective during their term in offsetting changes in cash flow or fair value attributable to the hedged risk. We perform, at least quarterly, both a prospective and retrospective assessment of the effectiveness of our hedge contracts, including assessing the possibility of counterparty default. If we determine that a derivative is

F-31

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the derivative in gains or losses on derivative instruments in the statement of operations. As a result of our effectiveness assessment at December 31, 2009, we believe our derivative contracts that are designated and qualify for hedge accounting will continue to be highly effective in offsetting changes in cash flow or fair value attributable to the hedged risk.

        The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using counterparty valuations, or market transactions in either the listed or over-the-counter markets, adjusted for non-performance risk. As such, these derivative instruments are classified within level 2 in the fair value hierarchy. Derivative instruments which are subject to master netting arrangements are not offset and we have not provided, nor do we require, cash collateral with any counterparty.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

        The fair values of our derivative instruments recorded on our consolidated balance sheet were as follows (in millions):

			December 31, 2009		December 31, 2008
Included within current assets:
	Accounting Hedge
		Foreign currency forward rate contracts	£	0.3	£	37.6
		Interest rate swaps		—		6.1
		Cross-currency interest rate swaps		—		61.5
	Economic Hedge
		Foreign currency forward rate contracts		1.9		63.2
			£	2.2	£	168.4
Included within non-current assets:
	Accounting Hedge
		Cross-currency interest rate swaps	£	63.7	£	136.1
	Economic Hedge
		Cross-currency interest rate swaps		169.5		299.6
	Other			1.9		—
			£	235.1	£	435.7
Included within current liabilities:
	Accounting Hedge
		Foreign currency forward rate contracts	£	0.3	£	—
		Interest rate swaps		12.0		2.2
	Economic Hedge
		Foreign currency forward rate contracts		2.4		79.6
		Interest rate swaps		3.1		2.6
			£	17.8	£	84.4
Included within non-current liabilities:
	Accounting Hedge
		Interest rate swaps	£	21.0	£	11.5
		Cross-currency interest rate swaps		27.6		—
	Economic Hedge
		Cross-currency interest rate swaps		58.2		31.1
			£	106.8	£	42.6

Cross-Currency Interest Rate Swaps—Hedging the Interest Payments of Senior Notes and Senior Credit Facility

        As of December 31, 2009, we had outstanding cross-currency interest rate swaps to mitigate the interest and foreign exchange rate risks relating to the pound sterling value of interest payments on the U.S. dollar and euro denominated senior notes and senior credit facility.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

        The terms of our outstanding cross-currency interest rate swaps at December 31, 2009 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount due from counterparty		Notional amount due to counterparty		Weighted average interest rate due from counterparty	Weighted average interest rate due to counterparty
			(in millions)		(in millions)
$89.3m senior notes due 2014
	October 2011	Economic	$	89.3	£	62.9	8.75%	9.42%
$550m senior notes due 2016
	August 2016	Accounting		550.0		301.2	9.13%	8.54%
$1,350m senior notes due 2016
	August 2016	Accounting		1,350.0		835.5	9.50%	9.98%
$1,000m convertible senior notes due 2016
	November 2016	Economic		1,000.0		505.6	6.50%	6.95%
$600m senior notes due 2019
	October 2019	Accounting		264.3		159.8	8.38%	9.03%
	October 2011	Economic		335.7		228.0	8.38%	9.23%
	October 2011 to October 2019	Accounting		335.7		203.0	8.38%	9.00%
Senior credit facility September 2012		Economic		445.1		241.5	3 month	3 month
							$ LIBOR + 2.00%	£ LIBOR + 2.13%
			$	4,370.1	£	2,537.5
€47.3m senior notes due 2014
	October 2011	Economic	€	47.3		£43.8	8.75%	8.90%
€180m senior notes due 2016
	August 2016	Accounting		180.0		158.6	9.50%	10.18%
Senior credit facility September 2012		Economic		402.2		278.9	3 month	3 month
							EURIBOR + 2.00%	LIBOR + 2.16%
			€	629.5	£	481.3
Other
	December 2012	Economic	€	56.7		£40.3	3 month	3 month
							EURIBOR + 2.38%	LIBOR + 2.69%
	December 2013	Economic		43.3		30.7	3 month	3 month
							EURIBOR + 2.88%	LIBOR + 3.26%
			€	100.0	£	71.0
	December 2012	Economic	£	38.8	€	56.7	3 month	3 month
							LIBOR + 2.40%	EURIBOR + 2.38%
	December 2013	Economic		29.7		43.3	3 month	3 month
							LIBOR + 2.90%	EURIBOR + 2.88%
			£	68.5	€	100.0

        All of our cross-currency interest rate swaps include exchanges of the notional amounts at the start and end of the contract except for the contracts maturing in November 2016 hedging the $1,000 million convertible senior notes due 2016.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

Interest Rate Swaps—Hedging of Interest Rate Sensitive Obligations

        As of December 31, 2009, we had outstanding interest rate swap agreements to manage the exposure to variability in future cash flows on the interest payments associated with our senior credit facility, which accrue at variable rates based on LIBOR. The interest rate swaps allow us to receive interest based on three month LIBOR in exchange for payments of interest at fixed rates.

        The terms of our outstanding interest rate swap contracts at December 31, 2009 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount		Weighted average interest rate due from counterparty	Weighted average interest rate due to counterparty
			(in millions)
Senior credit facility
	April 2010	Accounting		£2,400.0	3 month LIBOR		2.31	%
	April 2010	Economic		600.0	3 month LIBOR		1.66	%
	April 2010 to April 2011	Accounting		200.0	3 month LIBOR		2.58	%
	April 2010 to September 2012	Accounting		1,300.0	3 month LIBOR		3.07	%
	April 2010 to March 2013	Accounting		300.0	3 month LIBOR		3.28	%

Foreign Currency Forward Rate Contracts—Hedging Committed and Forecasted Transactions

        As of December 31, 2009, we had outstanding foreign currency forward rate contracts to purchase U.S. dollars, euros and South African rand to hedge committed and forecasted purchases. The terms of our outstanding foreign currency forward rate contracts at December 31, 2009 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount due from counterparty	Notional amount due to counterparty		Weighted average exchange rate
			(in millions)	(in millions)
Commited and forecasted purchases
	January 2010 to December 2010	Economic	$140.4	£	87.3		1.6079
	March 2010 to December 2010	Accounting	$  11.3	£	7.2		1.5730
	January 2010	Accounting	€    0.2	£	0.2		1.1250
	January 2010 to June 2010	Accounting	ZAR 26.1	£	2.0		13.0024

Cash Flow Hedges

        For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. In our consolidated statement of cash flows, we recognize the cash flows resulting from derivative contracts that are treated as Accounting Hedges in the same category where the cash flows from the underlying exposure are recognized. All other cash flows from derivative contracts are recognized as operating activities in the consolidated statement of cash flows.

        Gains or losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized as gains or losses on derivative instruments in the statement of operations in the period in which they occur. During the year ended December 31, 2009, we

F-35

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

recognized a loss totalling £0.6 million, relating to ineffectiveness. The following table presents the effective amount of gain or (loss) recognized in other comprehensive income and amounts reclassified to earnings during the year ended December 31, 2009 (in millions):

		Total			Interest rate swaps			Cross-currency interest rate swaps			Forward foreign exchange contracts			Tax Effect
Balance at December 31, 2008		£	40.1		£	(7.9	)	£	64.0		£	—		£	(16.0	)
Amounts recognized in other comprehensive income			(216.6	)		(50.6	)		(165.8	)		(0.2	)		—
Amounts reclassified as a result of cash flow hedge discontinuance			6.5			2.0			4.5			—			—
Amounts reclassified to earnings impacting:
	Foreign exchange losses		90.6			—			90.6			—			—
	Interest expense		23.9			24.1			(0.2	)		—			—
	Operating costs		0.2			—			—			0.2			—
Tax effect recognized			—			—			—			—			—
Balance at December 31, 2009		£	(55.3	)	£	(32.4	)	£	(6.9	)	£	—		£	(16.0	)

        Assuming no change in interest rates or foreign exchange rates for the next twelve months, the amount of pre-tax losses that would be reclassified from other comprehensive income to earnings would be £30.3 million, nil and nil relating to interest rate swaps, cross-currency interest rate swaps and forward foreign exchange contracts, respectively.

Note 11—Stock-Based Compensation Plans

        At December 31, 2009, we had a number of stock-based compensation plans, which are described below. In the years ended December 31, 2009 and December 31, 2008, the compensation cost that has been charged against income for these plans was £19.4 million and £16.8 million, respectively. All our stock-based awards granted under our long term incentive plans or individual employment agreements are issued under our stock incentive plans or the Virgin Media Sharesave Plan which have been approved by our stockholders.

Virgin Media Stock Incentive Plans

        The Virgin Media Inc. stock incentive plans are intended to encourage Virgin Media stock ownership by employees and directors so that they may acquire or increase their proprietary interest in our company, and to encourage such employees and directors to remain in our employ or service and to put forth maximum efforts for the success of the business. To accomplish such purposes, the plans provide that we may grant incentive stock options, nonqualified stock options, restricted stock, restricted stock units and stock awards.

        Under the Virgin Media Inc. 2006 Stock Incentive Plan, options to purchase up to 29.0 million shares of our common stock may be granted from time to time to certain of our employees. Accordingly, we have reserved 29.0 million shares of common stock for issuance under the Virgin Media Inc. 2006 Stock Incentive Plan.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Stock-Based Compensation Plans (Continued)

Virgin Media Sharesave Plan

        The Virgin Media Sharesave Plan is a broad based stock option arrangement which enables eligible employees to receive options to purchase shares of our common stock at a discount. Employees are invited to take out savings contracts that last for three, five, or seven years. At the end of the contract, employees use the proceeds of these savings to exercise options granted under the plan. Under the Virgin Media Sharesave Plan, options to purchase up to 10.0 million shares of our common stock may be granted to certain of our employees. Accordingly, we have 10.0 million shares of common stock reserved for issuance under the Virgin Media Sharesave Plan.

        Details of the stock option grants, restricted stock grants and restricted stock unit grants under the stock incentive plans and Virgin Media Sharesave plan are as follows:

Stock Option Grants

        All options have a 10 year term and vest and become fully exercisable within five years of continued employment. We issue new shares upon exercise of the options. The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended December 31, 2009, 2008 and 2007:

	Year ended December 31,
	2009			2008			2007
Risk-free Interest Rate		2.34	%		2.43	%		4.52	%
Expected Dividend Yield		3.05	%		1.00	%		0.94	%
Expected Volatility		61.48	%		33.65	%		29.04	%
Expected Lives		4.6 Years			4.7 Years			4.6 Years

        A summary of the status of our stock option grants outstanding as of December 31, 2009, pursuant to the stock incentive plans and the Virgin Media Sharesave Plan, and of the changes during the year ended December 31, 2009, is given below.

	Stock Incentive Plans
	Non-performance Based			Performance Based			Virgin Media Sharesave Plan			Total			Weighted Average Excise Price
Outstanding—beginning of year		15,071,200			467,500			1,866,659			17,405,359		$	17.15
Granted		5,915,350			390,000			1,116,107			7,421,457			8.42
Exercised		(498,845	)		—			(9,826	)		(508,671	)		8.99
Forfeited or Expired		(4,023,325	)		(100,525	)		(272,476	)		(4,396,326	)		16.84
Outstanding—end of year		16,464,380			756,975			2,700,464			19,921,819			14.18
Exercisable at end of the year		6,393,939			21,975			—			6,415,914		$	19.33

        The weighted-average grant-date fair value of options granted during the years ended December 31, 2009, 2008 and 2007, was $3.86, $3.86 and $7.08, respectively. The total intrinsic value of options exercised during the years ended December 31, 2009, 2008 and 2007, was £1.2 million, £0.1 million and £23.4 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Stock-Based Compensation Plans (Continued)

        For performance based option grants the performance objectives are set by the Compensation Committee of the Board of Directors based upon quantitative and qualitative objectives, including earnings and stock price performance, amongst others. These objectives may be absolute or relative to prior performance or to the performance of other entities, indices or benchmarks and may be expressed in terms of progression within a specific range.

        The aggregate intrinsic value of options outstanding as at December 31, 2009 was £60.3 million with a weighted average remaining contractual term of 7.4 years. The aggregate intrinsic value of options exercisable as at December 31, 2009 was £10.2 million with a weighted average remaining contractual term of 6.3 years.

Restricted Stock Grants

        A summary of the status of our non-vested shares of restricted stock as of December 31, 2009, and of changes during the year ended December 31, 2009, is given below.

	Non-performance Based			Performance Based			Total			Weighted Average Grant-date Fair value
Non-vested—beginning of year		64,167			791,667			855,834		$	23.46
Granted		230,000			1,150,000			1,380,000			10.37
Earned at end 2008, distributed in 2009		—			(547,642	)		(547,642	)		25.32
Vested		(64,167	)		—			(64,167	)		25.32
Forfeited or Expired		—			(244,025	)		(244,025	)		18.78
Non-vested—end of year		230,000			1,150,000			1,380,000		$	10.37

        As of December 31, 2009, there was £6.9 million of total unrecognized compensation cost related to non-vested shares of restricted stock granted for which a measurement date has been established. That cost is expected to be recognized over a weighted-average period of 1.5 years. In addition, the non-vested shares of restricted stock in the table above include 125,000 shares for which the measurement date criteria under the Compensation—Stock Compensation Topic of the FASB ASC 718 have not yet been established and consequently no compensation cost has been determined.

        For performance based restricted stock grants, the performance objectives are set by the Compensation Committee of the Board of Directors based upon quantitative and qualitative objectives, including earnings, operational performance and achievement of strategic goals, amongst others. These objectives may be absolute or relative to prior performance or to the performance of other entities, indices or benchmarks and may be expressed in terms of progression within a specific range.

        The total fair value of shares of restricted stock vested during the years ended December 31, 2009, 2008 and 2007, was £0.4 million, £2.9 million and £7.9 million, respectively.

Restricted Stock Unit Grants

        Participants in the our long term incentive plans are awarded restricted stock units which vest after a three year period dependent on the achievement of certain long term performance targets and continued employment. The final number of restricted stock units vesting will be settled, at the

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Stock-Based Compensation Plans (Continued)

Compensation Committee's discretion, in either common stock or an amount of cash equivalent to the fair market value at the date of vesting.

        A summary of the status of our non-vested restricted stock units as of December 31, 2009, and of the changes during the year ended December 31, 2009, is given below:

	Performance Based			Weighted Average Grant-date Fair Value
Non-vested—beginning of year		4,335,878		$	16.59
Granted		1,678,754			8.88
Vested		(218,268	)		24.66
Forfeited or expired		(1,530,642	)		17.65
Non-vested—end of year		4,265,722		$	12.77

        The restricted stock units that vested during the years ended December 31, 2009, 2008, 2007 had total fair value of £0.7 million, nil and nil, respectively.

Note 12—Employee Benefit Plans

Defined Benefit Plans

        Certain of our subsidiaries operate defined benefit pension plans in the U.K. The assets of the plans are held separately from those of ourselves and are invested in specialized portfolios under the management of investment groups. The pension cost is calculated using the projected unit method. Our policy is to fund amounts to the defined benefit plans necessary to comply with the funding requirements as prescribed by the laws and regulations in the U.K. Our defined benefit pension plans use a measurement date of December 31.

Employer Contributions

        In April 2007, we agreed with the trustees of one of our pension plans to a new funding arrangement whereby we will initially be paying £8.6 million per annum towards the deficit for the next three years. Additionally, in June 2007, we effected a merger of our three other defined benefit plans. The merger of these plans was subject to the approval of the trustees and, as a condition of trustee approval, we agreed to make a specific one-time contribution of £4.5 million. The funding arrangements with respect to this plan included an agreement to pay a further £2.6 million to fund the deficit for each of the next seven years. For the year ended December 31, 2009, we contributed £13.4 million to our pension plans. We anticipate contributing a total of £17.2 million to fund our pension plans in 2010.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12—Employee Benefit Plans (Continued)

Obligations and Funded Status

        The change in projected benefit obligation was as follows (in millions):

	Year ended December 31,
	2009			2008
Benefit obligation at beginning of year		£307.8			£323.9
Service cost		1.2			1.4
Interest cost		17.4			18.3
Members' contributions		0.3			0.4
Plan amendments		—			0.1
Actuarial loss (gain)		66.4			(24.9	)
Benefits paid		(15.3	)		(11.4	)
Benefit obligation at end of year		£377.8			£307.8

        The change in plan assets was as follows (in millions):

	Year ended December 31,
	2009			2008
Fair value of plan assets at beginning of year		£273.9			£318.6
Actual return on plan assets		33.9			(47.2	)
Employer contributions		13.4			13.5
Employee contributions		0.3			0.4
Benefits paid		(15.3	)		(11.4	)
Fair value of plan assets at end of year		£306.2			£273.9

        The funded status as of December 31, 2009 and 2008 was as follows (in millions):

	Year ended December 31,
	2009			2008
Projected benefit obligation		£377.8			£307.8
Plan assets		306.2			273.9
Funded status		(71.6	)		(33.9	)
Non-current liability	£	(71.6	)	£	(33.9	)

        The following table presents information for pension plans with a projected benefit obligation in excess of plan assets (in millions):

	December 31,
	2009		2008
Projected benefit obligation		£377.8		£307.8
Fair value of plan assets		306.2		273.9

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12—Employee Benefit Plans (Continued)

        The accumulated benefit obligation for all defined benefit plans was £366.6 million and £301.4 million at December 31, 2009 and 2008, respectively. As at December 31, 2009 and 2008, all pension plans had accumulated benefit obligations in excess of plan assets.

Amount Included in Other Comprehensive Income

        The amount included in other comprehensive income for the years ended December 31, 2009 and 2008 consisted of (in millions):

	Year ended December 31,
	2009		2008
Actuarial loss recognized in other comprehensive income		£50.8		£43.8
Prior year service cost recognized in other comprehensive income		—		0.1
Amount included in other comprehensive income		£50.8		£43.9

        The following table presents the amounts recognized in accumulated other comprehensive income as at December 31, 2009 and 2008 that have not yet been recognized as components of net periodic benefit cost (in millions):

	Year ended December 31,
	2009		2008
Net actuarial loss		£94.8		£44.0
Net prior year service cost		0.1		0.1
Amount included in accumulated other comprehensive income		£94.9		£44.1

        We expect to recognize £3.6 million of actuarial losses in the net periodic benefit cost for the year ended December 31, 2010.

Net Periodic Benefit Costs

        The components of net periodic benefit costs were as follows (in millions):

	Year ended December 31,
	2009			2008			2007
Service cost	£	1.2		£	1.4		£	2.4
Interest cost		17.4			18.3			16.7
Expected return on plan assets		(18.3	)		(21.5	)		(19.0	)
Plan settlements		—			—			0.2
Total net periodic benefit cost	£	0.3		£	(1.8	)	£	0.3

        As a result of the sale of various business operations in prior periods, we have retained the earned pension and other post-retirement benefits liabilities related to certain employees of those operations.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12—Employee Benefit Plans (Continued)

Accordingly, the information disclosed in the tables above includes amounts relating to liabilities of these employees.

Assumptions

        The weighted-average assumptions used to determine benefit obligations were as follows:

	December 31,
	2009			2008
Discount rate		5.75	%		5.75	%
Rate of compensation increase		4.00	%		3.00	%

        The weighted-average assumptions used to determine net periodic benefit costs were as follows:

	December 31,
	2009			2008
Discount rate		5.75	%		5.75	%
Expected long term rate of return on plan assets		5.92	%		6.68	%
Rate of compensation increase		3.00	%		3.50	%

        Where investments are held in bonds and cash, the expected long term rate of return is taken to be yields generally prevailing on such assets at the measurement date. A higher rate of return is expected on equity investments, which is based more on realistic future expectations than on the returns that have been available historically. The overall expected long term rate of return on plan assets is then the average of these rates taking into account the underlying asset portfolios of the pension plans.

Plan Assets

        Our pension plan weighted-average asset allocations by asset category at December 31, 2009 and 2008 and by fair value hierarchy level at December 31, 2009 were as follows:

	December 31, 2009
	Fair value hierarchy
									December 31, 2008
Asset category	Level 1		Level 2		Level 3		Total
Equity Securities	£	115.2	£	—	£	—	£	115.2	£	90.9
Government Bonds		100.3		—		—		100.3		105.3
Corporate Bonds		55.2		—		—		55.2		46.0
Real Estate		4.1		—		—		4.1		5.2
Hedge Funds		—		27.6		—		27.6		24.7
Cash		3.8		—		—		3.8		1.8
Total	£	278.6	£	27.6	£	—	£	306.2	£	273.9

        The trustees of the main defined benefit pension plan, which makes up approximately 81% of the assets of our two defined benefit pension plans, have in place an investment strategy that targets an allocation of 40% equities, 10% fund of hedge funds, 3% property and 47% bonds and cash, at

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12—Employee Benefit Plans (Continued)

December 31, 2009. The assets are managed by a number of fund managers, which means as markets move relative to each other the assets move away from the target investment strategy. Relatively small deviations from the target investment strategy are permitted; however rebalancing of the assets will be carried out from time to time. As the main defined benefit pension scheme is now closed to new entrants, it is anticipated that the investment strategy will move towards a higher proportion of bonds over time to reflect the steadily maturing profile of liabilities and the improvement in the funding position.

        There were no directly owned shares of our common stock included in the equity securities at December 31, 2009 or 2008.

Estimated Future Benefit Payments

        The benefits expected to be paid out of the pension plans in total are set out below for each of the next five years and the following five years in aggregate. The benefits expected to be paid are based on the same assumptions used to measure our benefit obligation at December 31, 2009 and include estimated future employee services (in millions):

Year ending December 31:	Pension Benefits
2010		£11.9
2011		12.7
2012		13.5
2013		14.3
2014		15.3
Years 2015-2019		92.3

Defined Contribution Pension Plans

        Our subsidiaries operate defined contribution pension plans in the U.K. The total expense in relation to these plans was £15.1 million, £14.7 million and £15.3 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Note 13—Restructuring and other charges

        Restructuring and other charges in the year to December 31, 2009 related primarily to employee termination and lease exit costs in connection with the restructuring program initiated in 2008 as discussed below.

        Restructuring and other charges in the year to December 31, 2008 related primarily to lease and contract exit costs in connection with the restructuring program initiated in 2008.

        During the fourth quarter of 2008, we commenced the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating inefficiencies in order to create a fully-integrated, customer-focused organization. This plan involves the incurrence of substantial operating and capital expenditures, including certain costs which may be treated as restructuring costs. In total, we expect to incur operating expenditures of between £140 million to £155 million and capital expenditures of between £40 million to £45 million in connection with this plan over a three-year period.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13—Restructuring and other charges (Continued)

        The following table summarizes, for the years ended December 31, 2009, 2008 and 2007, our historical restructuring accruals, the restructuring accruals resulting from the acquisitions made by us during 2006 and the accruals for our restructuring plans announced in the fourth quarter of 2008 (in millions):

		Historical Restructuring Accruals			2006 Acquisition Restructuring Accruals						2008 Restructuring Accruals
		Lease Exit Costs			Involuntary Employee Termination and Related Costs			Lease Exit Costs			Involuntary Employee Termination and Related Costs			Lease and Contract Exit Costs			Total
Balance, December 31, 2006		£	43.4		£	18.7		£	64.7		£	—		£	—		£	126.8
	Amendments offset against goodwill		—			—			(11.3	)		—			—			(11.3	)
	Charged to expense		3.6			27.9			5.5			—			—			37.0
	Revisions		(0.1	)		—			(8.2	)		—			—			(8.3	)
	Utilized		(11.0	)		(34.0	)		(9.6	)		—			—			(54.6	)
Balance, December 31, 2007			35.9			12.6			41.1			—			—			89.6
	Charged to expense		2.3			—			3.4			2.0			14.0			21.7
	Revisions		(1.0	)		(1.7	)		3.7			—			—			1.0
	Utilized		(20.7	)		(10.9	)		(9.7	)		—			—			(41.3	)
Balance, December 31, 2008			16.5			—			38.5			2.0			14.0			71.0
	Amendments offset against goodwill		—			—			(5.7	)		—			—			(5.7	)
	Charged to expense		2.9			—			4.0			24.2			20.0			51.1
	Revisions		(2.8	)		—			(2.4	)		(5.4	)		(0.1	)		(10.7	)
	Utilized		(4.0	)		—			(7.0	)		(19.0	)		(18.4	)		(48.4	)
Balance, December 31, 2009		£	12.6		£	—		£	27.4		£	1.8		£	15.5		£	57.3

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14—Income Taxes

        The benefit (expense) for income taxes consists of the following (in millions):

		Year ended December 31,
		2009			2008			2007
Current:
	Federal	£	1.5			£(0.2	)		£(0.4	)
	State and local		(0.1	)		—			0.6
	Foreign		4.9			4.7			4.9
Total current			6.3			4.5			5.1
Deferred:
	Federal		(3.8	)		(1.1	)		(7.6	)
	Foreign		—			3.4			—
Total deferred			(3.8	)		2.3			(7.6	)
Total		£	2.5		£	6.8		£	(2.5	)

        There are significant current year losses in the U.K. The foreign current tax benefit relates to amounts receivable in respect of the sale of U.K. tax losses to an equity method investee. The federal deferred tax expense relates to holding an equity method investment. The foreign deferred tax benefit relates to the decrease in our deferred tax asset valuation allowance resulting from the recording of certain deferred tax liabilities related to amounts recognized in the statement of other comprehensive income during the year that are expected to reverse in future periods and will allow us to offset such amounts against certain deferred tax assets.

F-45

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14—Income Taxes (Continued)

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax liabilities and assets are as follows (in millions):

		December 31,
		2009			2008
Deferred tax liabilities:
	Intangibles	£	74.0		£	142.5
	Equity investments		83.0			79.2
	Convertible senior notes		39.9			48.3
	Derivative instruments		—			15.7
	Unrealized foreign exchange differences		1.1			0.6
Total deferred tax liabilities			198.0			286.3
Deferred tax assets:
	Net operating losses		1,030.6			1,108.7
	Capital losses		3,442.1			3,390.0
	Depreciation and amortization		2,218.3			2,097.2
	Accrued expenses		83.5			91.7
	Derivative instruments		11.0			—
	Capital costs and other		105.2			112.4
Total deferred tax assets			6,890.7			6,800.0
Valuation allowance for deferred tax assets			(6,775.7	)		(6,592.9	)
Net deferred tax assets			115.0			207.1
Net deferred tax liabilities		£	83.0		£	79.2

        The following table summarizes the movements in our deferred tax valuation allowance during the years ended December 31, 2009, 2008 and 2007 (in millions):

		Year ended December 31,
		2009		2008		2007
Balance, January 1			£6,592.9		£6,554.1		£6,705.2
	Effect of changes in tax rates		—		—		(444.9	)
	Increase in UK and US deferred tax attributes, inclusive of foreign exchange movements		182.8		38.8		293.8
Balance, December 31			£6,775.7		£6,592.9		£6,554.1

        A valuation allowance is recorded to reduce the deferred tax asset to an amount that is more likely than not to be realized. To the extent that the portion of the valuation allowance is reduced, the benefit will be recognized as a reduction of income tax expense.

        At December 31, 2009, we had net operating loss carryforwards for U.S. federal income tax purposes of £304 million that expire between 2018 and 2027. We have U.K. net operating loss carryforwards of £3.3 billion that have no expiration date. Pursuant to U.K. law, these losses are only available to offset income of the separate entity that generated the loss. A portion of the U.K. net

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14—Income Taxes (Continued)

operating loss carryforwards relates to dual resident companies, of which the U.S. net operating loss carryforward amount is £1.5 billion that expires between 2010 and 2029. Section 382 may severely limit our ability to utilize these losses for U.S. purposes. We also have U.K. capital loss carryforwards of £12.3 billion that have no expiration date. However, we do not expect to realize any significant benefit from these capital losses, which can only be used to the extent we generate U.K. taxable capital gain income in the future from assets held by subsidiaries owned by the group prior to the merger with Telewest.

        At December 31, 2009, we had fixed assets on which future U.K. tax deductions can be claimed of £12.6 billion. The maximum amount that can be claimed in any one year is 20% of the remaining balance, after additions, disposals and prior claims.

        The reconciliation of income taxes computed at U.S. federal statutory rates to income tax benefit (expense) is as follows (in millions):

	Year ended December 31,
	2009			2008			2007
Benefit at federal statutory rate (35%)		£118.1		£	301.1		£	157.6
Add:
Permanent book-tax differences		(24.6	)		(139.0	)		(19.7	)
Foreign losses with no benefit		(72.7	)		(103.4	)		(119.5	)
U.S. losses with no benefit		2.0			—			—
Difference between U.S. and foreign tax rates		(22.1	)		(55.2	)		(21.4	)
State and local income tax		(0.1	)		—			0.6
Foreign tax benefit offsetting OCI tax expense		—			3.4			—
Other		1.9			(0.1	)		(0.1	)
Benefit (provision) for income taxes	£	2.5		£	6.8		£	(2.5	)

        A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in millions):

		2009			2008
Balance at January 1,		£	20.4			£15.0
	Additions based on tax positions related to the current year		—			—
	Additions for tax provisions of prior years		1.6			5.4
	Reductions for tax provisions of prior years		(0.8	)		—
	Reductions for lapse of applicable statute of limitation		(11.2	)		—
Settlements			—			—
Balance at December 31,		£	10.0			£20.4

        The total amount of unrecognized tax benefits as of December 31, 2009 and 2008 was £10.0 million and £20.4 million, respectively. Included in the balance of unrecognized tax benefits as of December 31, 2009 and 2008 were £0.5 million and £1.0 million, respectively, that, if recognized, would impact the effective tax rate.

        We recognize interest and penalties related to unrecognized tax benefits in income tax expense. We have accrued interest in respect of unrecognized tax benefits of £0.2 million and £0.5 million at

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14—Income Taxes (Continued)

December 31, 2009 and 2008, respectively. There was a benefit in respect of interest accrual of £0.3 million included in income tax expense for the year ended December 31, 2009.

        The statute of limitations is open for the years 2006 to 2009 in the U.S. and 2007 to 2009 in the U.K., our major tax jurisdictions.

        At each period end, it is necessary for us to make certain estimates and assumptions to compute the provision for income taxes including, but not limited to the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in the U.K. and the extent to which this income (or loss) may also be taxed in the United States, permanent and temporary differences, the likelihood of deferred tax assets being recovered and the outcome of contingent tax risks. In the normal course of business, our tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities for uncertain tax positions taken in respect to matters such as business acquisitions and disposals and certain financing transactions including intercompany transactions, amongst others. We accrue a liability when we believe an assessment may be probable and the amount is estimable. In accordance with generally accepted accounting principles, the impact of revisions to these estimates is recorded as income tax expense or benefit in the period in which they become known. Accordingly, the accounting estimates used to compute the provision for income taxes have and will change as new events occur, as more experience is acquired, as additional information is obtained and our tax environment changes.

Note 15—Related Party Transactions

Virgin Enterprises Limited

        We have identified Virgin Enterprises Limited as a related party to us. Virgin Entertainment Investment Holdings Limited became a holder of our common stock as a result of our acquisition of Virgin Mobile on July 4, 2006. As of December 31, 2009, Virgin Entertainment Investment Holdings Limited beneficially owned 6.5% of our common stock (based on SEC filings). Virgin Enterprises Limited is a wholly owned subsidiary of Virgin Entertainment Investment Holdings Limited. In addition, Gordon McCallum is a member of our Board of Directors and is a Director at Virgin Enterprises Limited.

        We own and have the right to use registered trademarks, including the exclusive right to use the "Virgin" name and logo in connection with our corporate activities and in connection with the activities of our consumer and a large part of our content businesses under license from Virgin Enterprises Limited. This license with Virgin Enterprises Limited is for a 30-year term and exclusive to us within the U.K. and Ireland. The license entitles us to use the "Virgin" name for the TV, broadband internet, telephone and mobile phone services we provide to our residential customers, as well as the acquisition and branding of sports, movies and other premium television content and the sale of certain communications equipment, such as set top boxes and cable modems. For our content operations, we are entitled to use the "Virgin Media Television" name for the creation, distribution and management of our wholly owned television channels, and to use the "Virgin" name for our television channel, Virgin1. Our license agreement provides for an annual royalty of 0.25% of certain consumer and content revenues, subject to a minimum annual royalty of £8.7 million, except for Virgin1, where we pay an annual royalty of 0.5% of revenues received by Virgin1, subject to a minimum of £100,000. As part of the agreement, we have the right to adopt, and have adopted, a company name for our parent, Virgin Media Inc., over which together with the name "Virgin Media", we retain worldwide exclusivity.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15—Related Party Transactions (Continued)

Under a related agreement, Virgin Enterprises Limited has the right to propose a candidate to fill a seat on our Board of Directors. Pursuant to this right, Virgin Enterprises Limited proposed Gordon McCallum who was appointed to our Board of Directors. During the years ended December 31, 2009, 2008 and 2007, respectively, we incurred expenses of £9.0 million, £8.9 million and £8.7 million for charges in respect of brand licensing and promotion of which £2.3 million and £4.5 million was payable at December 31, 2009 and 2008, respectively.

        Subsequent to the year end, ntl:Telewest Business announced that it would rebrand using the Virgin trade marks to "Virgin Media Business". Virgin Media has entered into a trade mark license with Virgin Enterprises Ltd under which an annual royalty is payable of 0.25% of revenues from our business division, subject to a minimum payment of £1.5 million.

Virgin Retail Limited

        We had previously identified Virgin Retail Limited, an affiliate of Virgin Enterprises Limited, as a related party to us. We had agreements with Virgin Retail Limited in respect to sales of our communications services (such as internet, television, fixed line telephone and mobile telephone services), through the various Virgin Megastores outlets. On September 17, 2007, the Virgin Group sold its interest in Virgin Megastores and it therefore ceased to be a related party. As part of the agreement, Virgin Retail Limited passed through proceeds on sales of mobile handsets, vouchers and other stock items to us. We recognized revenues totaling £6.5 million and incurred expenses of £2.3 million in connection with this agreement during the period from January 1, 2007 to September 17, 2007.

Other Virgin Companies

        As a licensee of the "Virgin" brand name, we participate in mutually beneficial activities with other Virgin companies. These arrangements are in the ordinary course of business and believed to be on arm's length terms.

UKTV Joint Ventures

        Through our wholly owned subsidiary, Flextech Broadband Limited, we own a 50% equity investment in the UKTV joint venture companies. We have therefore identified the UKTV joint venture companies as related parties to us. We also carry the UKTV channels in our pay television packages available to our customers.

        As at December 31, 2009 and 2008, included in the balance sheet were amounts related to our share of net assets, loans receivable, redeemable preference shares, and other payables and receivables in respect of the UKTV joint ventures totaling £359.9 million and £353.5 million, respectively.

        We pay UKTV for purchases of television programming rights and receive payments in respect of advertising and other business support services provided to UKTV. During the years ended December 31, 2009, 2008 and 2007, the net expense recognized in respect to these transactions through the consolidated statement of operations totaled £24.3 million, £22.1 million and £21.4 million, respectively. These amounts are settled on a net basis at regular intervals.

        During the years ended December 31, 2009, 2008 and 2007, we received cash payments from UKTV for loan principal payments, interest, dividends and consortium tax relief totaling £21.1 million, £46.7 million and £38.3 million, respectively.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 16—Shareholders' Equity

Authorized Share Capital

        Our authorized share capital for issuance consists of one billion shares of common stock, 300.0 million shares of Class B redeemable common stock and five million shares of preferred stock with a par value of $0.01 each. As at December 31, 2009, there were 329.4 million shares of common stock outstanding, and no Class B redeemable common stock or preferred stock outstanding. The common stock is voting with rights to dividends as declared by the Board of Directors.

        The following table summarizes the movement in the number of shares of common stock outstanding during the years ended December 31, 2007, 2008 and 2009 (in millions,):

		Number of shares
December 31, 2006 outstanding shares			323.9
	Net issuances and purchases during the period		3.6
December 31, 2007 outstanding shares			327.5
	Net issuances and purchases during the period		0.6
December 31, 2008 outstanding shares			328.1
	Net issuances and purchases during the period		1.3
December 31, 2009 outstanding shares			329.4

        During the years ended December 31, 2009, 2008 and 2007, we paid the following dividends:

Board Declaration Date	Per Share		Record Date		Payment Date		Total Amount
							(in millions)
Year ended December 31, 2007:
February 27, 2007	$	0.02		March 12, 2007		March 20, 2007		£3.3
May 16, 2007		0.03		June 12, 2007		June 20, 2007		5.0
August 15, 2007		0.04		September 12, 2007		September 20, 2007		6.5
November 27, 2007		0.04		December 12, 2007		December 20, 2007		6.4
Year ended December 31, 2008:
February 6, 2008	$	0.04		March 12, 2008		March 20, 2008		£6.6
May 21, 2008		0.04		June 12, 2008		June 20, 2008		6.7
September 2, 2008		0.04		September 12, 2008		September 22, 2008		7.1
November 25, 2008		0.04		December 12, 2008		December 22, 2008		8.9
Year ended December 31, 2009:
February 27, 2009	$	0.04		March 12, 2009		March 20, 2009		£9.0
May 29, 2009		0.04		June 12, 2009		June 22, 2009		8.0
August 27, 2009		0.04		September 11, 2009		September 21, 2009		8.1
November 24, 2009		0.04		December 11, 2009		December 21, 2009		8.2

        Future payments of regular quarterly dividends by us are at the discretion of our Board of Directors and will be subject to our future needs and uses of cash, which could include investments in operations, the repayment of debt, and share repurchase programs. In addition, the terms of our and

F-50

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 16—Shareholders' Equity (Continued)

our subsidiaries' existing and future indebtedness and the laws of jurisdictions under which those subsidiaries are organized limit the payment of dividends, loan repayments and other distributions to us under many circumstances.

Series A Warrants

        On January 10, 2003, we issued Series A warrants to some of our former creditors and stockholders. The Series A warrants were initially exercisable for a total of 8,750,496 shares of common stock at an exercise price of $309.88 per share. After adjustment to account for the rights offering and the reverse acquisition of Telewest in accordance with anti-dilution adjustment provisions, the Series A warrants are exercisable for a total of 25,769,060 shares of our common stock at an exercise price of $105.17 per share. The Series A warrants expire on January 10, 2011. The agreement governing the Series A warrants is governed by New York law. The Series A warrants are listed on the NASDAQ Global Select Market under the symbol "VMEDW." The Series A warrants may be subject to further change.

Note 17—Commitments and Contingent Liabilities

        At December 31, 2009, we were committed to pay £816.6 million for equipment and services. This amount includes £311.4 million for operations and maintenance contracts and other commitments from January 1, 2011 to 2031. The aggregate amount of the fixed and determinable portions of these obligations for the succeeding five fiscal years and thereafter is as follows (in millions):

Year ending December 31:
2010	£	505.2
2011.		121.6
2012.		72.5
2013.		36.2
2014.		19.4
Thereafter		61.7
	£	816.6

        We are involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employee and employee benefits which arise in the ordinary course of our business. In accordance with the Contingencies Topic of the FASB ASC, we recognize a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We believe we have adequate provisions for any such matters. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Whilst litigation is inherently unpredictable, we believe that we have valid defenses with respect to legal matters pending against us. Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies, or because of the diversion of management's attention and the creation of significant expenses.

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 17—Commitments and Contingent Liabilities (Continued)

        Our revenue generating activities are subject to Value Added Tax, or VAT. The U.K. tax authorities are seeking to challenge our VAT treatment of certain of these activities. As a result, we have estimated contingent losses totaling £27.9 million as of December 31, 2009 that are not accrued for, as we do not deem them to be probable of resulting in a liability. We continue to evaluate the likelihood of the contingent losses as additional information becomes available and, to the extent an accrual becomes necessary, it will be recognized in earnings in the period when such amount becomes probable. Any challenge made could be subject to court proceedings before any settlement would be required and therefore the timescale for resolution is not expected to occur within the next financial year.

        Our banks have provided guarantees in the form of performance bonds and stand by letters of credit on our behalf as part of our contractual obligations. The fair value of the guarantees has been calculated by reference to the monetary value for each performance bond. The amount of commitment expires over the following periods (in millions):

Year ending December 31:
2010	£	12.1
2011		0.9
2012		—
2013		—
2014		—
Thereafter		9.0
	£	22.0

Note 18—Industry Segments

        Our reporting segments are based on our method of internal reporting along with the criteria used by our chief executive officer, who is our chief operating decision maker (CODM), to evaluate segment performance, the availability of separate financial information and overall materiality considerations.

        Our previously reported operating segments were based on how we distributed our services. Distribution through cable systems, delivery of television content, and provision of mobile phone services made up the core of our business and were the focus of how the business was managed internally through our former Cable, Content and Mobile segments.

        As a result of the business reorganization initiated in the last quarter of 2008, we have realigned our internal reporting structure and the related financial information used by management and the CODM. Our operating structures have been revised to build a customer-focused organization able to respond effectively to rapid changes in the market, technology and customer demands through our three new customer-based segments: Consumer, Business and Content.

        Our Consumer segment, part of which was previously included within our Cable segment, is our primary segment, consisting of the distribution of television programming, broadband and fixed line telephone services to consumers on our cable network and, to a lesser extent, off our cable network. The Consumer segment also includes our former Mobile segment consisting of our mobile telephony and broadband business.

F-52

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 18—Industry Segments (Continued)

        Our Business segment, which was previously part of our Cable segment, comprises our operations carried out through Virgin Media Business which provides a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K.

        We operate our Content segment through Virgin Media TV, which supplies television programming to the U.K. pay-television broadcasting market.

        Segment contribution, which is operating income (loss) before network operating costs, corporate costs, depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, is management's measure of segment profit. Segment contribution excludes the impact of certain costs and expenses that are not directly attributable to the reporting segments, such as the costs of operating the network, corporate costs and depreciation and amortization. Restructuring and other charges, and goodwill and intangible asset impairments are excluded from segment contribution as management believes they are not characteristic of our underlying business operations. Assets are reviewed on a consolidated basis and are not allocated to segments for management reporting since the primary asset of the business is the cable network infrastructure, which is shared by our Consumer and Business segments.

        The 2008 and 2007 fiscal year amounts have been adjusted to conform to the current period presentation. Segment information for the years ended December 31, 2009, 2008 and 2007 was as follows (in millions):

	Year ended December 31, 2009
	Consumer		Business		Content		Total
Revenue	£	3,083.1	£	580.8	£	140.5	£	3,804.4
Inter segment revenue		—		—		27.3		27.3
Segment contribution	£	1,841.9	£	339.7	£	11.8	£	2,193.4

	Year ended December 31, 2008
	Consumer		Business		Content			Total
Revenue	£	3,029.0	£	626.0	£	121.8		£	3,776.8
Inter segment revenue		—		0.4		25.7			26.1
Segment contribution	£	1,803.6	£	335.2	£	(4.6	)	£	2,134.2

	Year ended December 31, 2007
	Consumer		Business		Content		Total
Revenue	£	3,087.3	£	641.8	£	109.5	£	3,838.6
Inter segment revenue		—		0.4		24.4		24.8
Segment contribution	£	1,805.4	£	338.4	£	8.4	£	2,152.2

F-53

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 18—Industry Segments (Continued)

        The reconciliation of total segment contribution to our consolidated operating income (loss) is as follows (in millions):

		Year ended December 31,
		2009		2008			2007
Total segment contribution		£	2,193.4	£	2,134.2		£	2,152.2
	Other operating and corporate costs		832.7		832.5			871.8
	Restructuring and other charges		40.4		22.7			28.7
	Depreciation		930.5		902.8			922.3
	Amortization		243.1		285.8			301.0
	Goodwill and intangible asset impairment		4.7		362.2			—
Consolidated operating income (loss)		£	142.0	£	(271.8	)	£	28.4

Note 19—Condensed Consolidated Financial Information

        On April 13, 2004, Virgin Media Finance issued £375 million aggregate principal amount of 9.75% senior notes due 2014, $425 million aggregate principal amount of 8.75% senior notes due 2014, and €225 million aggregate principal amount of 8.75% senior notes due 2014. On July 25, 2006, Virgin Media Finance issued $550 million aggregate principal amount of 9.125% senior notes due 2016. On June 3, 2009, Virgin Media Finance issued $750 million aggregate principal amount of 9.50% senior notes due 2016 and €180 million aggregate principal amount of 9.50% senior notes due 2016 and on July 21, 2009 Virgin Media Finance issued a further $600 million aggregate principle amounts of 9.50% senior notes due 2016. On November 9, 2009, Virgin Media Finance issued $600 million aggregate principal amount of 8.375% senior notes due 2019 and £350 million aggregate principal amount of 8.875% senior notes due 2019. Virgin Media Inc. and certain of its subsidiaries, namely Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited, have guaranteed the senior notes on a senior basis. Each of VMIH and Virgin Media Investments Limited, or VMIL are conditional guarantors and have guaranteed the senior notes on a senior subordinated basis. VMIL is included as a conditional guarantor as at December 31, 2009 since it only acceded on December 30, 2009 as a senior subordinated guarantor of the secured senior notes issued by Virgin Media Finance.

F-54

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19—Condensed Consolidated Financial Information (Continued)

        We present the following condensed consolidated financial information as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008, and 2007 as required by Article 3-10(d) of Regulation S-X.

		December 31, 2009
Balance sheets		Company		Virgin Media Finance			Other guarantors			VMIH		VMIL		All other subsidiaries			Adjustments			Total
		(in millions)
Cash and cash equivalents		£	12.4	£	1.9		£	0.3		£	292.9	£	—	£	123.0		£	—		£	430.5
Restricted cash			—		—			—			—		—		6.0			—			6.0
Other current assets			4.3		—			0.1			9.9		—		591.6			—			605.9
	Total current assets		16.7		1.9			0.4			302.8		—		720.6			—			1,042.4
Fixed assets, net			—		—			—			—		—		5,049.2			—			5,049.2
Goodwill and intangible assets, net			—		—			(15.0	)		—		—		2,352.8			—			2,337.8
Investments in, and loans to, parent and subsidiary companies			1,977.8		766.8			(962.1	)		2,859.9		—		(6,316.6	)		2,034.1			359.9
Other assets, net			10.4		—			—			295.5		—		92.2			—			398.1
	Total assets	£	2,004.9	£	768.7		£	(976.7	)	£	3,458.2	£	—	£	1,898.2		£	2,034.1		£	9,187.4
Current liabilities		£	9.1	£	82.9		£	25.2		£	127.3	£	—	£	1,863.1		£	(716.8	)	£	1,390.8
Long term debt, net of current portion			504.5		2,189.5			—			1,798.9		—		1,440.6			—			5,933.5
Other long term liabilities			—		—			0.1			83.8		—		287.9			—			371.8
Shareholders' equity			1,491.3		(1,503.7	)		(1,002.0	)		1,448.2		—		(1,693.4	)		2,750.9			1,491.3
	Total liabilities and shareholders' equity	£	2,004.9	£	768.7		£	(976.7	)	£	3,458.2	£	—	£	1,898.2		£	2,034.1		£	9,187.4

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VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19—Condensed Consolidated Financial Information (Continued)

				December 31, 2008
Balance sheets				Company		Virgin Media Finance			Other guarantors			VMIH		All other subsidiaries			Adjustments			Total
				(in millions)
Cash and cash equivalents				£	9.9	£	—		£	1.2		£	0.4	£	170.1		£	—		£	181.6
Restricted cash					—		—			—			—		6.1			—			6.1
Other current assets					3.5		—			0.3			187.7		620.1			—			811.6
Current assets held for sale					—		—			—			—		56.2			—			56.2
		Total current assets			13.4		—			1.5			188.1		852.5			—			1,055.5
Fixed assets, net					—		—			—			—		5,342.1			—			5,342.1
Goodwill and intangible assets, net					—		—			(15.0	)		—		2,607.6			—			2,592.6
Investments in, and loans to, parent and subsidiary companies					2,544.9		287.9			(487.7	)		3,519.4		(6,591.5	)		1,080.5			353.5
Other assets, net					13.2		—			—			506.5		69.9			—			589.6
	Total assets			£	2,571.5	£	287.9		£	(501.2	)	£	4,214.0	£	2,280.6		£	1,080.5		£	9,933.3
Other current liabilities				£	9.4	£	37.1		£	26.1		£	197.1	£	1,381.3		£	(171.6	)	£	1,479.4
Current liabilities held for sale					—		—			—			—		36.2			—			36.2
		Total current liabilities			9.4		37.1			26.1			197.1		1,417.5			(171.6	)		1,515.6
Long term debt, net of current portion					545.9		1,256.2			—			2,064.6		2,262.9			—			6,129.6
Other long term liabilities					—		—			0.7			11.5		259.7			—			271.9
Shareholders' equity					2,016.2		(1,005.4	)		(528.0	)		1,940.8		(1,659.5	)		1,252.1			2,016.2
			Total liabilities and shareholders' equity	£	2,571.5	£	287.9		£	(501.2	)	£	4,214.0	£	2,280.6		£	1,080.5		£	9,933.3

F-56

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19—Condensed Consolidated Financial Information (Continued)

	Year ended December 31, 2009
Statements of operations	Company			Virgin Media Finance			Other guarantors			VMIH			All other subsidiaries			Adjustments			Total
	(in millions)
Revenue	£	—		£	—		£	—		£	—		£	3,804.4		£	—		£	3,804.4
Operating costs		—			—			—			—			(1,635.7	)		—			(1,635.7	)
Selling, general and administrative expenses		(19.5	)		—			(0.1	)		(0.3	)		(788.1	)		—			(808.0	)
Restructuring and other charges		—			—			—			—			(40.4	)		—			(40.4	)
Depreciation and amortization		—			—			—			—			(1,173.6	)		—			(1,173.6	)
Goodwill and intangible asset impairments		—			—			—			—			(4.7	)		—			(4.7	)
Operating income (loss)		(19.5	)		—			(0.1	)		(0.3	)		161.9			—			142.0
Interest income and other, net		43.1			188.1			133.7			70.0			476.4			(905.1	)		6.2
Interest expense		(56.9	)		(190.9	)		(111.9	)		(356.0	)		(644.5	)		905.1			(455.1	)
Loss on extinguishment of debt		—			—			—			(46.0	)		(8.5	)		—			(54.5	)
Share of income from equity investments		—			—			—			—			14.1			—			14.1
(Losses) gains on derivative instruments		—			—			—			(116.6	)		2.1			—			(114.5	)
Foreign currency gains (losses)		1.3			(2.9	)		(10.6	)		144.5			(8.0	)		—			124.3
Income tax benefit (expense)		1.3			—			0.1			4.9			(3.8	)		—			2.5
(Loss) income from continuing operations		(30.7	)		(5.7	)		11.2			(299.5	)		(10.3	)		—			(335.0	)
Loss from discontinued operations, net of tax		—			—			—			—			(22.8	)		—			(22.8	)
Equity in net loss of subsidiaries		(327.1	)		(345.8	)		(338.5	)		(46.3	)		—			1,057.7			—
Net (loss) income	£	(357.8	)	£	(351.5	)	£	(327.3	)	£	(345.8	)	£	(33.1	)	£	1,057.7		£	(357.8	)

F-57

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19—Condensed Consolidated Financial Information (Continued)

	Year ended December 31, 2008
Statements of operations	Company			Virgin Media Finance			Other guarantors			VMIH			All other subsidiaries			Adjustments			Total
	(in millions)
Revenue	£	—		£	—		£	—		£	—		£	3,776.8		£	—		£	3,776.8
Operating costs		—			—			—			—			(1,647.1	)		—			(1,647.1	)
Selling, general and administrative expenses		(19.9	)		—			—			(0.1	)		(808.0	)		—			(828.0	)
Restructuring and other charges		—			—			—			—			(22.7	)		—			(22.7	)
Depreciation and amortization		—			—			—			—			(1,188.6	)		—			(1,188.6	)
Goodwill and intangible asset impairments		—			—			—			—			(362.2	)		—			(362.2	)
Operating loss		(19.9	)		—			—			(0.1	)		(251.8	)		—			(271.8	)
Interest and other income, net		25.0			124.1			102.5			76.5			(37.8	)		(264.2	)		26.1
Interest expense		(34.0	)		(125.4	)		(76.8	)		(338.6	)		(188.8	)		264.2			(499.4	)
Loss on extinguishment of debt		—			—			—			(6.6	)		(3.0	)		—			(9.6	)
Share of income from equity investments		—			—			—			—			14.4			—			14.4
Gains (losses) on derivative instruments		—			—			—			297.6			(13.9	)		—			283.7
Foreign currency (losses) gains		(1.8	)		20.8			33.6			(114.0	)		(342.2	)		—			(403.6	)
Income tax benefit (expense)		—			—			(3.1	)		20.6			(10.7	)		—			6.8
Loss (income) from continuing operations		(30.7	)		19.5			56.2			(64.6	)		(833.8	)		—			(853.4	)
Loss from discontinued
operations, net of tax		—			—			—			—			(66.6	)		—			(66.6	)
Equity in net loss of subsidiaries		(889.3	)		(972.7	)		(946.1	)		(908.1	)		—			3,716.2			—
Net loss	£	(920.0	)	£	(953.2	)	£	(889.9	)	£	(972.7	)	£	(900.4	)	£	3,716.2		£	(920.0	)

F-58

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19—Condensed Consolidated Financial Information (Continued)

	Year ended December 31, 2007
Statements of operations	Company			Virgin Media Finance			Other guarantors			VMIH			All other subsidiaries			Adjustments			Total
	(in millions)
Revenue	£	—		£	—		£	—		£	—		£	3,838.6		£	—		£	3,838.6
Operating costs		—			—			—			—			(1,652.2	)		—			(1,652.2	)
Selling, general and administrative expenses		(3.9	)		—			(24.6	)		—			(877.5	)		—			(906.0	)
Restructuring and other charges		(0.3	)		—			—			—			(28.4	)		—			(28.7	)
Depreciation and amortization		—			—			—			—			(1,223.3	)		—			(1,223.3	)
Operating (loss) income		(4.2	)		—			(24.6	)		—			57.2			—			28.4
Interest income and other, net		0.6			100.2			47.6			92.8			(70.7	)		(152.2	)		18.3
Interest expense		—			(99.5	)		(27.5	)		(378.0	)		(161.3	)		152.2			(514.1	)
Loss on extinguishment of debt		—			—			—			(2.0	)		(1.2	)		—			(3.2	)
Share of income from equity investments		—			—			—			—			17.7			—			17.7
Loss on derivative instruments		—			—			—			(0.6	)		(1.9	)		—			(2.5	)
Foreign currency gains (losses)		—			12.5			0.7			(14.3	)		6.2			—			5.1
Income tax expense		(0.1	)		—			(1.8	)		—			(0.6	)		—			(2.5	)
Loss from continuing operations		(3.7	)		13.2			(5.6	)		(302.1	)		(154.6	)		—			(452.8	)
Loss from discontinued operations, net of tax		—			—			—			—			(10.7	)		—			(10.7	)
Equity in net loss of subsidiaries		(459.8	)		(467.4	)		(454.9	)		(165.2	)		—			1,547.3			—
Net loss	£	(463.5	)	£	(454.2	)	£	(460.5	)	£	(467.3	)	£	(165.3	)	£	1,547.3		£	(463.5	)

F-59

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19—Condensed Consolidated Financial Information (Continued)

	Year ended December 31, 2009
Statement of cash flows	Company			Virgin Media Finance			Other guarantors			VMIH			All other subsidiaries			Adjustments		Total
	(in millions)
Net cash provided by (used in) operating activities	£	(8.5	)	£	—		£	(2.0	)	£	(98.2	)		£1,009.3		£	—	£	900.6
Investing activities:
Purchase of fixed and intangible assets		—			—			—			—			(569.0	)		—		(569.0	)
Principal repayments on loans to equity investments		—			—			—			—			12.5			—		12.5
Principal (repayments) drawdowns on loans to group companies		—			(1,002.1	)		1.1			636.3			364.7			—		—
Proceeds from the sale of fixed assets		—			—			—			—			4.2			—		4.2
Purchase of investments		—			—			—			—			(2.5	)		—		(2.5	)
Disposal of sit-up, net		—			—			—			—			(17.5	)		—		(17.5	)
Net cash (used in) provided by investing activities		—			(1,002.1	)		1.1			636.3			(207.6	)		—		(572.3	)
Financing activities:
New borrowings, net of financing activities		—			1,662.8			—			(40.2	)		(12.4	)		—		1,610.2
Proceeds from employee stock option exercises		2.8			—			—			—			—			—		2.8
Principal payments on long term debt, including redepmtion premiums, and capital leases		—			(689.1	)		—			(233.5	)		(814.8	)		—		(1,737.4	)
Intercompany funding movements		43.6			30.3			—			(60.2	)		(13.7	)		—		—
Dividends paid		(33.3	)		—			—			—			—			—		(33.3	)
Realized gain on derivatives		—			—			—			88.3			—			—		88.3
Other		(0.3	)		—			—			—			—			—		(0.3	)
Net cash (used in) provided by financing activities		12.8			1,004.0			—			(245.6	)		(840.9	)		—		(69.7	)
Cash flow from discontinued operations
Net cash used in operating activities		—			—			—			—			(7.9	)		—		(7.9	)
Net cash used in discontinued operations		—			—			—			—			(7.9	)		—		(7.9	)
Effect of exchange rates on cash and cash equivalents		(1.8	)		—			—			—			—			—		(1.8	)
Increase (decrease) in cash and cash equivalents		2.5			1.9			(0.9	)		292.5			(47.1	)		—		248.9
Cash and cash equivalents at beginning of period		9.9			—			1.2			0.4			170.1			—		181.6
Cash and cash equivalents at end of period	£	12.4		£	1.9		£	0.3		£	292.9		£	123.0		£	—	£	430.5

F-60

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19—Condensed Consolidated Financial Information (Continued)

	Year ended December 31, 2008
Statement of cash flows	Company			Virgin Media Finance		Other Guarantors			VMIH			All Other subsidiaries			Adjustments		Total
	(in millions)
Net cash provided by (used in) operating activities	£	(49.4	)	£	—	£	34.4		£	19.7		£	754.0		£	—	£	758.7
Investing activities:
Purchase of fixed and intangible assets		—			—		—			—			(477.9	)		—		(477.9	)
Principal repayments on loans to equity investments		—			—		—			—			8.6			—		8.6
Principal (drawdowns) repayments on loans to group companies		(477.3	)		—		(44.9	)		354.8			167.4			—		—
Purchase of investments		—			—		—			—			(1.5	)		—		(1.5	)
Other		—			—		—			—			2.1			—		2.1
Net cash (used in) provided by investing activities		(477.3	)		—		(44.9	)		354.8			(301.3	)		—		(468.7	)
Financing activities:
New borrowings, net of financing activities		496.7			—		—			(49.0	)		—			—		447.7
Proceeds from employee stock option exercises		0.6			—		—			—			—			—		0.6
Principal payments on long term debt and capital leases		—			—		—			(286.9	)		(559.4	)		—		(846.3	)
Intercompany funding movements		64.9			—		1.7			(38.9	)		(27.7	)		—		—
Dividends paid		(29.3	)		—		—			—			—			—		(29.3	)
Net cash provided by (used in) financing activities		532.9			—		1.7			(374.8	)		(587.1	)		—		(427.3	)
Cash flow from discontinued operations
Net cash used in operating activities		—			—		—			—			(3.0	)		—		(3.0	)
Net cash used in investing activities		—			—		—			—			(1.9	)		—		(1.9	)
Net cash used in discontinued operations		—			—		—			—			(4.9	)		—		(4.9	)
Effect of exchange rates on cash and cash equivalents		2.4			—		—			—			—			—		2.4
(Decrease) increase in cash and cash equivalents		8.6			—		(8.8	)		(0.3	)		(139.3	)		—		(139.8	)
Cash and cash equivalents at beginning of period		1.3			—		10.0			0.7			309.4			—		321.4
Cash and cash equivalents at end of period	£	9.9		£	—	£	1.2		£	0.4		£	170.1		£	—	£	181.6

F-61

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 19—Condensed Consolidated Financial Information (Continued)

	Year ended December 31, 2007
Statement of cash flows	Company			Virgin Media Finance		Other guarantors			VMIH			All Other subsidiaries			Adjustments		Total
	(in millions)
Net cash provided by (used in) operating activities	£	(17.6	)	£	—	£	(0.2	)	£	213.9		£	514.7		£	—	£	710.8
Investing activities:
Purchase of fixed and intangible assets		—			—		—			—			(533.7	)		—		(533.7	)
Acquisitions, net of cash acquired		—			—		—			(1.0	)		—			—		(1.0	)
Principal repayments on loans to equity investments		—			—		—			—			16.4			—		16.4
Principal repayments (drawdowns) on loans to group companies		22.7			—		(20.5	)		(558.8	)		556.6			—		—
Proceeds from the sale of investments		—			—		—			—			9.8			—		9.8
Proceeds from the sale of fixed assets		—			—		—			—			3.3			—		3.3
Other		—			—		—			—			(2.1	)		—		(2.1	)
Net cash (used in) provided by investing activities		22.7			—		(20.5	)		(559.8	)		50.3			—		(507.3	)
Financing activities:
New borrowings, net of financing activities		—			—		—			576.8			297.7			—		874.5
Proceeds from employee stock option excercises		15.0			—		—			—			—			—		15.0
Principal payments on long term debt and capital leases		—			—		—			(230.4	)		(940.4	)		—		(1,170.8	)
Dividends paid		(21.2	)		—		—			—			—			—		(21.2	)
Net cash (used in) provided by financing activities		(6.2	)		—		—			346.4			(642.7	)		—		(302.5	)
Cash flow from discontinued operations
Net cash provided by operating activities		—			—		—			—			5.2			—		5.2
Net cash used in investing activities		—			—		—			—			(2.5	)		—		(2.5	)
Net cash provided by discontinued operations		—			—		—			—			2.7			—		2.7
Effect of exchange rates on cash and cash equivalents		—			—		(0.8	)		—			—			—		(0.8	)
(Decrease) increase in cash and cash equivalents		(1.1	)		—		(21.5	)		0.5			(75.0	)		—		(97.1	)
Cash and cash equivalents at beginning of period		2.4			—		31.5			0.2			384.4			—		418.5
Cash and cash equivalents at end of period	£	1.3		£	—	£	10.0		£	0.7		£	309.4		£	—	£	321.4

F-62

VIRGIN MEDIA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 20—Subsequent Events

        On January 19, 2010, we issued approximately £1.5 billion equivalent aggregate principal amount of senior secured notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act. The notes were issued by Virgin Media Secured Finance PLC in two tranches: $1.0 billion of 6.5% senior secured notes due 2018 and £875 million of 7.0% senior secured notes due 2018, collectively referred to as the senior secured notes. The net proceeds from the issuance of the senior secured notes was used to prepay a portion of the outstanding loans under our senior credit facility, reducing the commitments of the lenders under our senior credit facilities to approximately £1.6 billion equivalent as of January 29, 2009.

        The notes rank pari passu with our senior credit facility and, subject to certain exceptions, share in the same guarantees and security as granted in favor of our senior credit facility.

F-63

VIRGIN MEDIA INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED BALANCE SHEET

(in millions, except par value)

			December 31,
			2009			2008
Assets
Current assets
	Cash and cash equivalents		£	12.4		£	9.9
	Other current assets			4.3			3.5
		Total current assets		16.7			13.4
Fixed assets, net				—			—
Investments in and loans to affiliates, net				1,977.8			2,544.9
Other assets, net				10.4			13.2
Total assets			£	2,004.9		£	2,571.5
Liabilities and shareholders' equity
Current liabilities			£	9.1		£	9.4
Long term debt				504.5			545.9
Other long term liabilities				—			—
Shareholders' equity
	Common stock—$0.01 par value; authorized 1,000.0 (2009 and 2008) shares; issued 330.8 (2009) and 329.0 (2008) and outstanding 329.4 (2009) and 328.1 (2008) shares			1.8			1.8
	Additional paid-in capital			4,508.0			4,482.2
	Unearned stock compensation			(24.8	)		(20.9	)
	Accumulated other comprehensive income			22.5			178.2
	Accumulated deficit			(3,016.2	)		(2,625.1	)
		Total shareholders' equity		1,491.3			2,016.2
Total liabilities and shareholders' equity			£	2,004.9		£	2,571.5

See accompanying notes.

F-64

VIRGIN MEDIA INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENT OF OPERATIONS

(in millions)

	Year ended December 31,
	2009			2008			2007
Costs and expenses
General and administrative expenses	£	(19.5	)	£	(19.9	)	£	(3.9	)
Restructuring and other charges		—			—			(0.3	)
Operating loss		(19.5	)		(19.9	)		(4.2	)
Other income (expense)
Interest income and other, net		43.1			25.0			0.6
Interest expense		(56.9	)		(34.0	)		—
Foreign currency gains (losses)		1.3			(1.8	)		—
Loss before income taxes and equity in net loss of subsidiaries		(32.0	)		(30.7	)		(3.6	)
Income tax benefit (expense)		1.3			—			(0.1	)
Loss before equity in net loss of subsidiaries		(30.7	)		(30.7	)		(3.7	)
Equity in net loss of subsidiaries		(327.1	)		(889.3	)		(459.8	)
Net loss	£	(357.8	)	£	(920.0	)	£	(463.5	)

See accompanying notes.

F-65

VIRGIN MEDIA INC.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENT OF CASH FLOWS

(in millions)

			Year ended December 31,
			2009			2008			2007
Net cash used in operating activities			£	(8.5	)	£	(49.4	)	£	(17.6	)
Investing activities
	Principal (drawdowns) repayments on loans to group companies			—			(477.3	)		22.7
		Net cash (used in) provided by investing activities		—			(477.3	)		22.7
Financing activities
	Proceeds from new borrowings, net of financing fees			—			496.7			—
	Proceeds from employee stock option exercises			2.8			0.6			15.0
	Intercompany funding movements			43.6			64.9			—
	Dividends paid			(33.3	)		(29.3	)		(21.2	)
	Other			(0.3	)		—			—
		Net cash provided by (used in) financing activities		12.8			532.9			(6.2	)
Effect of exchange rate changes on cash and cash equivalents				(1.8	)		2.4			—
Increase (decrease) in cash and cash equivalents				2.5			8.6			(1.1	)
Cash and cash equivalents at beginning of year				9.9			1.3			2.4
Cash and cash equivalents at end of year			£	12.4		£	9.9		£	1.3
Supplemental disclosure of cash flow information
Cash paid for interest			£	40.7		£	25.4		£	—
Income taxes (received) paid				(0.1	)		0.1			—

See accompanying notes.

F-66

VIRGIN MEDIA INC.

NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Note 1—Basis of Presentation

        In our condensed financial statements, our investment in subsidiaries is stated at cost plus equity in the undistributed earnings of the subsidiaries. Our share of net loss of our subsidiaries is included in net loss using the equity method of accounting. The condensed financial statements should be read in conjunction with our consolidated financial statements.

        In May 2008, the FASB issued new guidance which requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuer's nonconvertible debt borrowing rate. As a result, the liability component is recorded at a discount reflecting its below market coupon interest rate, and is subsequently accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected in the results of operations. We adopted the guidance on January 1, 2009 as our convertible senior notes are within the scope of the guidance and we have applied it on a retrospective basis, whereby our prior period results have been adjusted.

Note 2—Other

        No cash dividend was paid to the registrant by subsidiaries for the years ended December 31, 2009, December 31, 2008 and December 31, 2007.

F-67

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Virgin Media Investment Holdings Limited

        We have audited the accompanying consolidated balance sheets of Virgin Media Investment Holdings Limited and subsidiaries (the "Company"), an indirect wholly owned subsidiary of Virgin Media Inc. (the "Parent"), as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Virgin Media Investment Holdings Limited and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
London, England
February 26, 2010,

F-68

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

		December 31,
		2009			2008
Assets
Current assets
	Cash and cash equivalents	£	415.9		£	170.7
	Restricted cash		5.3			5.3
	Accounts receivable—trade, less allowances for doubtful accounts of £9.6 (2009) and £16.5 (2008)		427.9			454.3
	Inventory for resale		12.9			12.7
	Programming inventory		62.1			68.4
	Derivative financial instruments		2.2			168.4
	Prepaid expenses and other current assets		96.4			104.0
	Current assets held for sale		—			56.2
	Total current assets		1,022.7			1,040.0
Fixed assets, net			4,925.3			5,209.3
Goodwill and other indefinite-lived assets			2,081.0			2,091.4
Intangible assets, net			265.9			510.3
Equity investments			359.9			353.5
Derivative financial instruments			235.1			435.7
Deferred financing, net of accumulated amortization of £133.6 (2009) and £78.0 (2008)			101.8			104.8
Other assets			50.8			35.9
Due from group companies			781.6			795.0
Total assets		£	9,824.1		£	10,575.9
Liabilities and shareholders' equity
Current liabilities
	Accounts payable	£	375.5		£	370.0
	Accrued expenses and other current liabilities		407.4			443.4
	Derivative financial instruments		17.8			84.4
	VAT and employee taxes payable		61.8			57.4
	Restructuring liabilities		55.9			69.5
	Interest payable		42.7			95.9
	Interest payable to group companies		165.9			113.7
	Deferred revenue		276.7			259.4
	Current portion of long term debt		41.2			40.5
	Current liabilities held for sale		—			36.2
	Total current liabilities		1,444.9			1,570.4
Long term debt, net of current portion			3,239.4			4,327.6
Long term debt due to group companies			3,321.1			2,468.1
Derivative financial instruments			106.8			42.6
Deferred revenue and other long term liabilities			180.7			147.2
Deferred income taxes			83.0			79.2
Total liabilities			8,375.9			8,635.1
Commitments and contingent liabilities
Shareholders' equity
	Common stock—£0.001 par value; authorized 1,000,000 ordinary shares (2009 and 2008); issued and outstanding 224,552 ordinary shares (2009 and 2008)		—			—
	Additional paid-in capital		4,371.3			4,371.3
	Accumulated other comprehensive income		(137.8	)		9.0
	Accumulated deficit		(2,785.3	)		(2,439.5	)
	Total shareholders' equity		1,448.2			1,940.8
Total liabilities and shareholders' equity		£	9,824.1		£	10,575.9

See accompanying notes.

F-69

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions)

		Year ended December 31,
		2009			2008			2007
Revenue		£	3,698.3		£	3,666.0		£	3,724.3
Costs and expenses
	Operating costs (exclusive of depreciation shown separately below)		1,590.2			1,598.5			1,606.9
	Selling, general and administrative expenses		763.0			781.2			846.4
	Restructuring and other charges		39.2			22.0			27.2
	Depreciation		909.7			882.4			900.4
	Amortization		243.1			283.4			293.2
	Goodwill and intangible asset impairments		4.7			362.2			—
			3,549.9			3,929.7			3,674.1
Operating income (loss)			148.4			(263.7	)		50.2
Other income (expense)
	Interest income and other, net		6.0			25.9			16.4
	Interest income from group companies		7.9			8.4			5.3
	Interest expense		(235.2	)		(366.5	)		(420.3	)
	Interest expense to group companies		(232.8	)		(152.4	)		(111.6	)
	Loss on extinguishment of debt		(54.5	)		(9.6	)		(3.2	)
	Share of income from equity investments		14.1			14.4			17.7
	(Losses) gains on derivative instruments		(114.5	)		283.7			(2.5	)
	Foreign currency gains (losses)		136.5			(456.2	)		(8.0	)
Loss from continuing operations before income taxes			(324.1	)		(916.0	)		(456.0	)
	Income tax benefit (expense)		1.1			9.9			(0.6	)
Loss from continuing operations			(323.0	)		(906.1	)		(456.6	)
Discontinued operations
	Loss from discontinued operations, net of tax		(22.8	)		(66.6	)		(10.7	)
Net loss			£(345.8	)		£(972.7	)		£(467.3	)

See accompanying notes.

F-70

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

			Year ended December 31,
			2009			2008			2007
Operating activities
Net loss			£	(345.8	)	£	(972.7	)	£	(467.3	)
Loss from discontinued operations				22.8			66.6			10.7
Loss from continuing operations				(323.0	)		(906.1	)		(456.6	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
	Depreciation and amortization			1,152.8			1,165.8			1,193.6
	Goodwill and intangible asset impairments			4.7			362.2			—
	Non-cash interest			20.0			(58.6	)		4.1
	Non-cash compensation			15.4			13.2			14.0
	Loss on extinguishment of debt			53.6			9.7			3.2
	(Income) loss from equity accounted investments, net of dividends received			(12.4	)		10.7			(10.8	)
	Income taxes			4.2			(2.2	)		14.9
	(Gain) loss on disposal of assets			(0.3	)		(0.3	)		18.7
	Amortization of original issue discount and deferred finance costs			32.3			23.5			23.1
	Unrealized foreign currency (gains) losses			(163.2	)		414.0			10.2
	Unrealized losses (gains) on derivative instruments			133.3			(278.1	)		2.5
	Gain on disposal of investments			—			—			(8.1	)
	Other			1.6			0.7			—
Changes in operating assets and liabilities, net of effect from business acquisitions and dispositions:
	Accounts receivable			26.4			(7.2	)		3.0
	Inventory			6.0			(17.4	)		(11.5	)
	Prepaid expenses and other current assets			(4.7	)		(12.1	)		10.1
	Other assets			(14.9	)		(11.0	)		4.2
	Accounts payable			(24.8	)		5.1			(0.2	)
	Accrued expenses and other current liabilities			(37.8	)		(35.4	)		(107.7	)
	Deferred revenue (current)			17.3			19.2			(17.4	)
	Deferred revenue and other long term liabilities			(4.9	)		4.0			5.2
		Net cash provided by operating activities		881.6			699.7			694.5
Investing activities
	Purchase of fixed and intangible assets			(556.7	)		(470.5	)		(527.8	)
	Investments and loans from parent and subsidiary companies			974.4			522.1			26.6
	Increase in restricted cash			—			—			(0.2	)
	Principal repayments on loans to equity investments			12.5			8.6			16.4
	Proceeds from sale of fixed assets			4.2			2.1			3.3
	Proceeds from sale of investments			—			—			9.8
	Purchase of investments			(2.5	)		(1.5	)		(2.0	)
	Disposal of sit-up, net			(17.5	)
	Acquisitions, net of cash acquired			—			—			(1.0	)
		Net cash provided by (used in) investing activities		414.4			60.8			(474.9	)
Financing activities
	New borrowings, net of financing fees			(52.6	)		(49.0	)		874.5
	Principal payments on long term debt, including redemption premiums, and capital leases			(1,078.6	)		(846.3	)		(1,170.8	)
	Realized gain on derivatives			88.3			—			—
		Net cash (used in) financing activities		(1,042.9	)		(895.3	)		(296.3	)
Cash flow from discontinued operations
	Net cash used in provided by operating activities			(7.9	)		(3.0	)		5.2
	Net cash used in investing activities			—			(1.9	)		(2.5	)
		Net cash (used in) provided by discontinued operations		(7.9	)		(4.9	)		2.7
Effect of exchange rate changes on cash and cash equivalents				—			0.4			—
Increase (decrease) in cash and cash equivalents				245.2			(139.3	)		(74.0	)
Cash and cash equivalents, beginning of year				170.7			310.0			384.0
Cash and cash equivalents, end of year			£	415.9		£	170.7		£	310.0
Supplemental disclosure of cash flow information
Cash paid during the year for interest exclusive of amounts capitalized			£	248.3		£	391.8		£	391.4
Income taxes paid				—			—			—

See accompanying notes.

F-71

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in millions, except share data)

										Accumulated Other Comprehensive Income (Loss)
	Share Capital £0.001 Par Value
																Net (Losses) Gains on Derivatives
					Additional Paid-In Capital		Comprehensive Income (Loss)			Foreign Currency Translation			Pension Liability Adjustments						Accumulated Deficit
	Shares		Par																			Total
Balance, December 31, 2006		224,552		—	£	4,371.3					—		£	(20.0	)	£	(16.0	)	£	(999.5	)	£	3,335.8
Net loss for the year ended December 31, 2007		—		—		—	£	(467.3	)		—			—			—			(467.3	)		(467.3	)
Currency translation adjustment		—		—		—		—			—			—			—			—			—
Net gains on derivatives, net of tax		—		—		—		53.8			—			—			53.8			—			53.8
Reclassification of derivative gains to net income, net of tax		—		—		—		(20.4	)		—			—			(20.4	)		—			(20.4	)
Pension liability adjustment, net of tax		—		—		—		19.8			—			19.8			—			—			19.8
							£	(414.1	)
Balance, December 31, 2007		224,552		—	£	4,371.3					—		£	(0.2	)	£	17.4		£	(1,466.8	)	£	2,921.7
Net loss for the year ended December 31, 2008		—		—		—	£	(972.7	)		—			—			—			(972.7	)		(972.7	)
Currency translation adjustment		—		—		—		0.4			0.4			—			—			—			0.4
Net gains on derivatives, net of tax		—		—		—		147.8			—			—			147.8			—			147.8
Reclassification of derivative gains to net income, net of tax		—		—		—		(125.1	)		—			—			(125.1	)		—			(125.1	)
Pension liability adjustment, net of tax		—		—		—		(31.3	)		—			(31.3	)		—			—			(31.3	)
							£	(980.9	)
Balance, December 31, 2008		224,552		—	£	4,371.3				£	0.4		£	(31.5	)	£	40.1		£	(2,439.5	)	£	1,940.8
Net loss for the year ended December 31, 2009		—		—		—		£(345.8	)		—			—			—			(345.8	)		(345.8	)
Currency translation adjustment		—		—		—		(0.6	)		(0.6	)		—			—			—			(0.6	)
Net losses on derivatives, net of tax		—		—		—		(216.6	)		—			—			(216.6	)		—			(216.6	)
Reclassification of derivative losses to net income, net of tax		—		—		—		121.2			—			—			121.2			—			121.2
Pension liability adjustment, net of tax		—		—		—		(50.8	)		—			(50.8	)		—			—			(50.8	)
								£(492.6	)
Balance, December 31, 2009		224,552			£	4,371.3				£	(0.2	)	£	(82.3	)	£	(55.3	)	£	(2,785.3	)	£	1,448.2

See accompanying notes.

F-72

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization and Business

        Virgin Media Investment Holdings Limited, or VMIH, is incorporated in the United Kingdom. We are an indirect wholly owned subsidiary of Virgin Media Inc., or Virgin Media. On February 19, 2007, we changed our name from NTL Investment Holdings Limited to Virgin Media Investment Holdings Limited. We conduct our operations primarily through direct and indirect wholly owned subsidiaries.

        We are a leading provider of entertainment and communications services in the U.K., offering "quad-play" broadband internet, television, mobile telephony and fixed line telephony services. We are one of the U.K.'s largest providers of residential broadband internet, pay television and fixed line telephony services by number of customers. We believe our advanced, deep fiber access network enables us to offer faster and higher quality broadband services than our digital subscriber line, or DSL, competitors. As a result, we provide our customers with a leading next generation broadband service and one of the most advanced TV on-demand services available in the U.K. market. As of December 31, 2009, we provided service to approximately 4.8 million residential customers on our cable network. We are also one of the U.K.'s largest mobile virtual network operators by number of customers, providing mobile telephony service to approximately 2.2 million pre-pay mobile customers and nearly one million contract mobile customers over third party networks

        In addition, we provide a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K. through Virgin Media Business (formerly ntl: Telewest Business). We also provide a broad range of programming through Virgin Media Television, or Virgin Media TV, which operates our wholly owned channels, such as Virgin1, Living and Bravo; and through UKTV, our joint ventures with BBC Worldwide.

        In 2009, we implemented a new operating model for our organization and made corresponding revisions to our internal reporting structure and the related financial information used by our management, including our chief operating decision maker, to assess the performance of our business. As of December 31, 2009, our operating segments were as follows:

•

Consumer:  Our Consumer segment includes the distribution of television programming over our cable network and the provision of broadband and fixed line telephone services to residential consumers, both on and off our cable network. Our Consumer segment also includes our mobile telephony and mobile broadband operations, provided through Virgin Mobile.

•

Business:  Our Business segment includes the voice and data telecommunication and internet solutions services we provide through Virgin Media Business to businesses, public sector organizations and service providers.

•

Content:  Our Content segment includes the operations of our wholly owned television channels, such as Virgin1, Living and Bravo. Although not included in our Content segment revenue, our content management team also oversees our interest in the UKTV television channels through our joint ventures with BBC Worldwide.

        While VMIH has operating segments, consisting of Consumer, Business, and Content, which are consistent with Virgin Media Inc, financial information is only prepared and reviewed by the chief operating decision maker at the Virgin Media Inc. consolidated level. As such, there are no separable reportable segments for VMIH.

F-73

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies

Basis of Presentation

        The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. We have evaluated subsequent events through the date the financial statements were available to be issued on February 26, 2010.

        On April 1, 2009, we sold our sit-up reporting unit, which was formerly included within our Content segment. In accordance with the provisions of the Property, Plant and Equipment Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, the planned sale of the sit-up business met the requirements for it to be reflected as assets and liabilities held for sale and discontinued operations in both the current and prior periods. These consolidated financial statements reflect sit-up as assets and liabilities held for sale and discontinued operations and we have retrospectively adjusted the balance sheet as of December 31, 2008 and statements of operations, cash flows and shareholders' equity for the years ended December 31, 2008 and 2007.

Principles of Consolidation

        The consolidated financial statements include the accounts for us and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated on consolidation. The operating results of acquired companies are included in our consolidated statements of operations from the date of acquisition.

        For investments in which we own 20% to 50% of the voting shares and have significant influence over the operating and financial policies, the equity method of accounting is used. Accordingly, our share of the earnings and losses of these companies are included in the share of income (losses) in equity investments in the accompanying consolidated statements of operations. For investments in which we own less than 20% of the voting shares and do not have significant influence, the cost method of accounting is used. Under the cost method of accounting, we do not record our share in the earnings and losses of the companies in which we have an investment and such investments are generally reflected in the consolidated balance sheet at historical cost.

Use of Estimates

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the amount of uncollectible accounts receivable, the amount to be paid to terminate certain agreements included in restructuring costs, amounts accrued for vacated properties, the amount to be paid for other liabilities, including contingent liabilities, our pension expense and pension funding requirements, amounts to be paid under our employee incentive plans, costs for interconnection, the amount of costs to be capitalized in connection with the construction and installation of our network and facilities, goodwill and indefinite life assets, long-lived assets, certain other intangible assets and the computation of our income tax expense and liability. Actual results could differ from those estimates.

Fair Values

        We have determined the estimated fair value amounts presented in these consolidated financial statements using available market information and appropriate methodologies including, where appropriate, the recording of adjustments to fair values to reflect non-performance risk. However, considerable judgment is required in interpreting market data to develop the estimates of fair value.

F-74

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

The estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. We have based these fair value estimates on pertinent information available to us as of December 31, 2009 and 2008.

Foreign Currency Translation

        Our reporting currency is the pound sterling because substantially all of our revenues, operating costs and selling general and administrative expenses are denominated in U.K. pounds sterling. Exchange gains and losses on translation of our net equity investments in subsidiaries having functional currencies other than the pound sterling are reported as a separate component of accumulated other comprehensive income in shareholders' equity. Foreign currency transactions involving amounts denominated in currencies other than a subsidiary's functional currency are recorded at the exchange rate ruling at the date of the transaction and are remeasured each period with gains and losses recorded in the consolidated statement of operations.

Cash Equivalents and Restricted Cash

        Cash equivalents are short term highly liquid investments purchased with an original maturity of three months or less. We had cash equivalents totaling £356.6 million and £120.2 million as at December 31, 2009 and 2008, respectively.

        Restricted cash balances of £5.3 million as at December 31, 2009 and 2008 represent cash balances collateralized against performance bonds given on our behalf.

Trade Receivables

        Our trade receivables are stated at outstanding principal balance, net of allowance for doubtful accounts. Allowances for doubtful accounts are estimated based on the current aging of trade receivables, prior collection experience and future expectations of conditions that might impact recoverability. The movements in our allowance for doubtful accounts for the years ended December 31, 2009, 2008 and 2007 are as follows (in millions):

		Year ended December 31,
		2009			2008			2007
Balance, January 1		£	16.5		£	17.1		£	49.4
	Charged to costs and expenses		25.2			30.1			30.3
	Write offs, net of recoveries		(32.1	)		(30.7	)		(62.6	)
Balance, December 31		£	9.6		£	16.5		£	17.1

Inventory

        Inventory consists of consumer goods for re-sale and programming inventory. Consumer goods for re-sale are valued at the lower of cost or market value using the first-in, first-out, or FIFO method. Cost represents the invoiced purchase cost of inventory. This valuation requires us to make judgments, based on currently available information, about obsolete, slow-moving or defective inventory. Based upon these judgments and estimates, which are applied consistently from period to period, we adjust the carrying amount of our inventory for re-sale to the lower of cost or market value.

F-75

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

        Programming inventory represents television programming libraries held by each of our television channels and is stated at the lower of cost or market value. Programming is recognized as inventory when a contractual purchase obligation exists, it has been delivered to us and is within its permitted broadcasting period. Programming inventory is periodically reviewed and a provision made for impairment or obsolescence.

Reclassification

        Certain prior year amounts have been reclassified to conform to the current year presentation. On our consolidated balance sheet, we have disclosed deferred financing costs separately from other assets. In our note on income taxes, we have also reclassified certain deferred tax balances from the prior year to conform with the current year's classification.

Fixed Assets

        Depreciation is computed by the straight-line method over the estimated useful economic lives of the assets. Land and fixed assets held for sale are not depreciated. Estimated useful economic lives are as follows:

Operating equipment:
	Cable distribution plant	8-30 years
	Switches and headends	8-10 years
	Customer premises equipment	5-10 years
	Other operating equipment	8-20 years
Other equipment:
	Buildings	30 years
	Leasehold improvements	7 years or, if less, the lease term
	Computer infrastructure	3-5 years
	Other equipment	5-12 years

        The cost of fixed assets includes amounts capitalized for labor and overhead expended in connection with the design and installation of our operating network equipment and facilities. Costs associated with initial customer installations, additions of network equipment necessary to enable enhanced services, acquisition of additional fixed assets and replacement of existing fixed assets are capitalized. The costs of reconnecting the same service to a previously installed premise are charged to expense in the period incurred. Costs for repairs and maintenance are charged to expense as incurred.

        Labor and overhead costs directly related to the construction and installation of fixed assets, including payroll and related costs of some employees and related rent and other occupancy costs, are capitalized. The payroll and related costs of some employees that are directly related to construction and installation activities are capitalized based on specific time devoted to these activities where identifiable. In cases where the time devoted to these activities is not specifically identifiable, we capitalize costs based upon estimated allocations.

Goodwill and Intangible Assets

        Goodwill and other intangible assets with indefinite lives, such as television channel trademarks and reorganization value in excess of amount allocable to identifiable assets, are not amortized and are tested for impairment annually or more frequently if circumstances indicate a possible impairment exists in accordance with the Intangibles—Goodwill and Other Topic of the FASB ASC.

F-76

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

        Goodwill and other intangible assets with indefinite lives are allocated to various reporting units, which are the operating segments. For purposes of performing the impairment test of goodwill during the years ended December 31, 2008 and 2007, we established the following reporting units: Cable, Mobile, Virgin Media TV and sit-up. We compared the fair value of the reporting unit to its carrying amount on an annual basis to determine if there was potential goodwill impairment. We evaluated our former Cable reporting unit for impairment on an annual basis as at December 31, while all other reporting units were evaluated as at June 30.

        During the first quarter of 2009, we realigned our internal reporting structure and the related financial information utilized by the chief operating decision maker to assess the performance of our business. As a result, three new operating segments and reporting units were established; Consumer, Business and Content. Content, which consists of the former Virgin Media TV reporting unit, is evaluated for impairment purposes as at June 30 while the Consumer and Business reporting units are evaluated as at October 1 each year.

        Intangible assets include trademark license agreements and customer lists. Trademark license agreements represent the portion of purchase price allocated to agreements to license trademarks acquired in business combinations. Trademark licenses are amortized over the period in which we expect to derive benefits, which is principally five years. Customer lists represent the portion of the purchase price allocated to the value of the customer base acquired in business combinations. Customer lists are amortized on a straight-line basis over the period in which we expect to derive benefits, which is principally three to six years.

Asset Retirement Obligations

        We account for our obligations under the Waste Electrical and Electronic Equipment Directive adopted by the European Union in accordance with the Asset Retirement and Environmental Obligations Topic of the FASB ASC whereby we accrue the cost to dispose of certain of our customer premises equipment at the time of acquisition.

Impairment of Long-Lived Assets

        In accordance with the Property, Plant and Equipment Topic of the FASB ASC, long-lived assets, including fixed assets and amortizable definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We assess the recoverability of the carrying value of long-lived assets, by first grouping our long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the asset group) and, secondly, estimating the undiscounted future cash flows that are directly associated with and expected to arise from the use of and eventual disposition of such asset group. We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the carrying value of the asset group exceeds the estimated undiscounted cash flows, we record an impairment charge to the extent the carrying value of the long-lived asset exceeds its fair value. We determine fair value through quoted market prices in active markets or, if quoted market prices are unavailable, through the performance of internal analysis of discounted cash flows or external appraisals. The undiscounted and discounted cash flow analyses are based on a number of estimates and assumptions, including the expected period over which the asset will be utilized, projected future operating results of the asset group, discount rate and long term growth rate.

F-77

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

        As of December 31, 2009 there were no indicators of impairment that suggest the carrying amounts of our long-lived assets are not recoverable.

Deferred Financing Costs

        Deferred financing costs are incurred in connection with the issuance of debt and are amortized over the term of the related debt using the effective interest method. Deferred financing costs of £101.8 million and £104.8 million as of December 31, 2009 and 2008, respectively, are included on the consolidated balance sheets.

Restructuring Costs

        We account for our restructuring costs, which comprise of lease and contract exit costs as well as employee termination costs, in accordance with the Exit or Disposal Cost Obligations Topic of the FASB ASC and recognize a liability for costs associated with restructuring activities when the liability is incurred. In 2008, we initiated a restructuring program aimed at driving further improvements in our operational performance and eliminating inefficiencies. Accruals in respect to exit activities within this program are recognized at the date the liability is incurred.

Revenue Recognition

        We recognize revenue only when it is realized or realizable and earned. We recognize revenue when all of the following are present:

•

persuasive evidence of an arrangement exists between us and our customers;

•

delivery has occurred or the services have been rendered;

•

the price for the service is fixed or determinable; and

•

collectibility is reasonably assured.

Fixed line telephone, cable television and internet revenues are recognized as the services are provided to customers. At the end of each period, adjustments are recorded to defer revenue relating to services billed in advance and to accrue for earned but unbilled services.

Installation revenues are recognized in accordance with the provisions of the Revenue Recognition Topic of the FASB ASC, in relation to connection and activation fees for cable television, as well as fixed line telephone and internet services, on the basis that we market and maintain a unified fiber network through which we provide all of these services. Installation revenues are recognized at the time the installation has been completed to the extent that those fees are less than direct selling costs. Installation fees in excess of direct selling costs are deferred and amortized over the expected life of the customer's connection.

Rental revenues in respect of line rentals and rental of equipment provided to customers are recognized on a straight-line basis over the term of the rental agreement.

Mobile handset and other equipment revenues are recognized when the goods have been delivered and title has passed. Equipment revenue is stated net of discounts earned through service usage.

F-78

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

Mobile service revenues include airtime, data, roaming and long-distance revenues and are invoiced and recorded as part of a periodic billing cycle. Service revenues are recognized as the services are provided. At the end of each period, adjustments are recorded to defer revenue relating to services billed in advance and to accrue for earned but unbilled services.

        Contract customers are billed in arrears based on usage and revenue is recognized when the service is rendered and collectibility is reasonably assured. Revenue from non-contract pre-pay customers is recorded as deferred revenue prior to commencement of services and is recognized as the services are rendered or usage expires.

Bundled services revenue is recognized in accordance with the provisions of the Revenue Recognition Topic of the FASB ASC, to assess whether the components of the bundled services should be recognized separately.

        For bundled packages that have separately identifiable components, the total consideration is allocated to the different components based on their relative fair values. Where the fair value of a delivered component cannot be determined reliably but the fair value of the undelivered component can be, the fair value of the undelivered component is deducted from the total consideration and the net amount is allocated to the delivered components based on the "residual value" method.

Programming revenues are recognized in accordance with the Entertainment—Films Topic of the FASB ASC. Revenue on transactional and interactive sales is recognized as and when the services are delivered. Advertising sales revenue is recognized at estimated realizable values when the advertising is aired.

Subscriber Acquisition Costs

        Costs incurred in respect to the acquisition of our customers, including payments to distributors and the cost of mobile handset promotions, are expensed as incurred.

Advertising Expense

        We expense the cost of advertising as incurred. Advertising costs were £102.5 million, £96.7 million and £104.9 million in 2009, 2008 and 2007, respectively.

Stock-Based Compensation

        We are an indirect, wholly owned subsidiary of Virgin Media. Accordingly, we have no stock-based compensation plans. Certain of our employees participate in the stock-based compensation plans of Virgin Media, which are described in Virgin Media's consolidated financial statements.

Pensions

        We account for our defined benefit pension arrangements in accordance with the Compensation-Retirement Benefits Topic of the FASB ASC which requires that pension expense be recognized on an accrual basis over employees' approximate service periods. Pension expense calculated is generally independent of funding decisions or requirements.

        We recognize the funded status of our defined benefit postretirement plans on our balance sheet, and changes in the funded status are reflected in comprehensive income.

F-79

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

Derivative Financial Instruments

        We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. As certain portions of our indebtedness accrue interest at variable rates, we are exposed to volatility in future cash flows and earnings associated with variable interest rate payments. Also, substantially all of our revenue and operating costs are earned and paid in pounds sterling and, to a lesser extent, U.S. dollars and euros, but we pay interest and principal obligations on some of our indebtedness in U.S. dollars and euros. As a result, we have exposure to volatility in future cash flows and earnings associated with changes in foreign currency exchange rates on payments of principal and interest on a portion of our indebtedness. We are also exposed to volatility in future cash flows and earnings associated with foreign currency payments in relation to operating costs and purchase of fixed assets incurred in the normal course of business.

        Our objective in managing our exposure to fluctuations in interest rates and foreign currency exchange rates is to decrease the volatility of our earnings and cash flows caused by changes in underlying rates. To achieve this objective, we have entered into derivative financial instruments. We have established policies and procedures to govern the management of these exposures through a variety of derivative financial instruments, including interest rate swaps, cross-currency interest rate swaps and foreign currency forward rate contracts. By policy, we do not enter into derivative financial instruments with a level of complexity or with a risk that is greater than the exposure to be managed.

        In order to qualify for hedge accounting in accordance with the Derivatives and Hedging Topic of the FASB ASC we are required to document in advance the relationship between the item being hedged and the hedging instrument. We are also required to demonstrate that the hedge will be highly effective on an ongoing basis. This effectiveness testing is performed and documented at each period end to ensure that the hedge remains highly effective.

        We recognize all derivative financial instruments as either assets or liabilities measured at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. To the extent that the derivative instrument is designated and considered to be effective as a cash flow hedge of an exposure to future changes in interest rates or foreign currency exchange rates, the change in fair value of the instrument is deferred in accumulated other comprehensive income or loss. Amounts recorded in accumulated other comprehensive income or loss are reclassified to the statement of operations in the same period as the corresponding impact on earnings from the underlying hedged transaction. Changes in fair value of any instrument not designated as an accounting hedge or considered to be ineffective as an accounting hedge are reported in earnings immediately.

        Where an accounting hedge no longer meets the effectiveness criteria, any gains or losses deferred in equity are only transferred to the statement of operations when the committed or forecasted transaction is recognized in the statement of operations. However, where we have applied cash flow hedge accounting for a forecasted or committed transaction that is no longer expected to occur, then the cumulative gain or loss that has been recorded in equity is recognized immediately as gains or losses on derivative instruments in the statement of operations. When an instrument designated as an accounting hedge expires or is sold, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the statement of operations.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Significant Accounting Policies (Continued)

Software Development Costs

        We capitalize costs related to computer software developed or obtained for internal use in accordance with the Intangibles—Goodwill and Other Topic of the FASB ASC. Software obtained for internal use has generally been enterprise-level business and finance software that we customize to meet our specific operational needs. Costs incurred in the application development phase are capitalized and amortized over their useful lives, which are generally three to five years. We have not sold, leased or licensed software developed for internal use to our customers and we have no intention of doing so in the future.

Income Taxes

        We provide for income taxes in accordance with the Income Taxes Topic of the FASB ASC. Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. We recognize deferred tax assets only if it is more likely than not that sufficient taxable income will be available in the future against which the temporary differences and unused tax losses can be utilized. We have considered future taxable income and tax planning strategies in assessing whether deferred tax assets should be recognized.

Note 3—Recent Accounting Pronouncements

        In June 2009, the FASB issued guidance relating to the FASB Accounting Standards Codification. Effective for interim or annual financial periods ending after September 15, 2009, the ASC became the single official source of authoritative U.S. GAAP (other than guidance issued by the SEC), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force (EITF), and related literature. After September 15, 2009, only one level of authoritative U.S. GAAP exists. All other literature will be considered non-authoritative. The ASC does not change U.S. GAAP; instead, it introduces a new structure that is organized in an easily accessible, user-friendly online research system. We have adopted the disclosure requirements of this guidance.

        In December 2007, the FASB issued new accounting guidance for business combinations. This guidance requires the acquiring entity in a business combination to prospectively recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. Further, regardless of the business combination date, any subsequent changes to acquired uncertain tax positions and valuation allowances associated with acquired deferred tax assets will no longer be applied to goodwill but will be recognized as an adjustment to income tax expense. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this guidance did not have a material impact on our consolidated financial statements.

        In December 2007, the FASB issued new accounting guidance for noncontrolling interests in subsidiaries. This guidance establishes requirements for ownership interests in subsidiaries held by parties other than ourselves (sometimes called "minority interests") to be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent's equity. All changes in the parent's ownership interests are required to be accounted for

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Recent Accounting Pronouncements (Continued)

consistently as equity transactions and any non controlling equity investments in unconsolidated subsidiaries must be measured initially at fair value. This guidance is effective, on a prospective basis, for fiscal years beginning after December 15, 2008; however, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. The account balances recorded in our consolidated financial statements relating to noncontrolling interests are immaterial and therefore, the disclosure requirements have not been applied as permitted by the provisions of the guidance.

        In December 2008, the FASB issued new accounting guidance which expands the disclosure requirements related to plan assets of a defined benefit pension or other postretirement plan. The guidance requires that employers disclose information about fair value measurements of plan assets similar to the disclosures required by the Fair Value Measurements and Disclosures Topic of the ASC. The new guidance is a response to users' concerns about the lack of transparency surrounding the types of assets and associated risks in an employer's defined benefit pension or other postretirement plan and events in the economy and markets that could have a significant effect on the value of plan assets. The guidance is effective for fiscal years ending after December 15, 2009. We have adopted the disclosure requirements of this guidance.

        In April 2009, the FASB issued new accounting guidance for disclosures about the fair value of financial instruments in interim reporting periods. Such disclosures were previously required only in annual financial statements. This guidance is effective for financial statements issued for all periods ending after June 15, 2009. We have adopted the disclosure requirements of this guidance.

        In May 2009, the FASB issued new accounting guidance for the disclosure of subsequent events, effective for financial statements issued for all periods ending after June 15, 2009. The guidance establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted this guidance during the second quarter of 2009.

        In September 2009, the FASB ratified new accounting guidance for existing multiple-element revenue arrangements. The revised multiple-element revenue arrangements guidance will be effective for the first annual reporting period beginning on or after June 15, 2010 and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. We have not yet adopted the provisions of this guidance and are evaluating the impact on our consolidated financial statements.

Note 4—Disposals

Disposal of sit-up

        On April 1, 2009, we completed the disposal of our sit-up reporting unit, which was formerly included within our Content segment. sit-up provided a variety of retail consumer products through three interactive auction-based television channels: price-drop tv, bid tv and speed auction tv.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4—Disposals (Continued)

        We determined that the planned sale of the sit-up business met the requirements as of March 31, 2009 for it to be reflected as assets and liabilities held for sale and discontinued operations in both the current and prior periods and we adjusted the balance sheet as of December 31, 2008 and statement of operations for the years ended December 31, 2008 and 2007 accordingly. Revenue of the sit-up business, reported in discontinued operations, for the years ended December 31, 2009, 2008 and 2007 was £38.9 million, £241.8 million and £238.6 million, respectively. sit-up's pre-tax loss, reported within discontinued operations, for the years ended December 31, 2009, 2008 and 2007 was £22.8 million, £66.6 million and £10.7 million, respectively. Revenue related to the carriage of the sit-up channels recognized in our Consumer segment that had previously been eliminated for consolidation purposes was £0.6 million, £2.7 million and £3.5 million for the years ended December 31, 2009, 2008 and 2007, respectively.

        The assets and liabilities of the sit-up business reported as held for sale as of December 31, 2008 included (in millions):

			December 31, 2008
Current assets held for sale
	Accounts receivable, net		£	2.4
	Inventory			7.2
	Prepaid expenses			5.4
	Other assets			41.2
		Current assets held for sale	£	56.2
Current liabilities held for sale
	Accounts payable		£	26.5
	Accrued expenses			9.6
	Deferred revenue and other liabilities			0.1
		Current liabilities held for sale	£	36.2

        In accordance with the sale agreement, part of the consideration included a loan note from the purchaser. On April 1, 2009, we entered into a five-year carriage agreement with sit-up for continued distribution of the three sit-up channels on our television platform. In general, the agreements governing the loan note and exchange of services between us and sit-up are for specified periods at commercial rates. Following the sale, our continuing involvement with sit-up is limited to the loan note and carriage agreement and is therefore not considered significant. The loan note was repaid during the year ended December 31, 2009.

        As at December 31, 2008, we performed an interim goodwill impairment review of our sit-up reporting unit. In September 2008, we received notification that one of our two licenses to broadcast over Freeview digital terrestrial television would not be renewed. Along with this, the downturn in the economy had reduced the level of retail sales. As a result, management concluded that indicators existed that suggested it was more likely than not that the fair value of this reporting unit was less than its carrying value.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4—Disposals (Continued)

        The fair value of the sit-up reporting unit, which was determined through the use of a combination of both the market and income approaches to calculate fair value, was found to be less than the carrying value. The market and income approaches declined from the goodwill impairment test we performed as at June 30, 2008 as a result of reduced long term cash flow estimates. As a result, we extended our review to include the valuation of the reporting unit's individual assets and liabilities and recognized a goodwill impairment charge of £39.9 million. During the year ended December 31, 2008, we impaired intangible assets relating to our sit-up reporting unit totaling £14.9 million. Subsequent to the year end, in accordance with the provisions of the Property, Plant, and Equipment Topic of the FASB ASC, we wrote down the assets held for sale to fair value based upon the agreed purchase consideration. This resulted in a £19.0 million impairment charge, which was recognized in the loss from discontinued operations for the year ended December 31, 2009.

Note 5—Fixed Assets (Including Leases)

        Fixed assets consist of (in millions):

			December 31,
			2009						2008
		Useful Economic Life	Total			Under Capital Leases			Total			Under Capital Leases
Operating equipment
	Cable distribution plant	8-30 years	£	6,187.9		£	28.8		£	5,923.9		£	28.8
	Switches and headends	8-10 years		806.9			20.0			740.9			29.4
	Customer premises equipment	5-10 years		1,146.7			—			1,062.5			—
	Other operating equipment	8-20 years		11.6			—			7.3			—
	Total operating equipment			8,153.1			48.8			7,734.6			58.2
Other equipment
	Land	—		13.2			—			13.2			—
	Buildings	30 years		113.8			—			114.8			—
	Leasehold improvements	7 years or, if less, the lease term		60.4			—			53.4			—
	Computer infrastructure	3-5 years		276.3			56.3			233.1			63.5
	Other equipment	5-12 years		254.9			124.0			273.0			108.0
	Total other equipment			718.6			180.3			687.5			171.5
				8,871.7			229.1			8,422.1			229.7
Accumulated depreciation				(4,084.5	)		(88.0	)		(3,316.0	)		(70.6	)
				4,787.2			141.1			5,106.1			159.1
Construction in progress				138.1			—			103.2			—
			£	4,925.3		£	141.1		£	5,209.3		£	159.1

        During the years ended December 31, 2009, 2008 and 2007, the assets acquired under capital leases totaled £34.4 million, £99.2 million and £45.8 million, respectively.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5—Fixed Assets (Including Leases) (Continued)

        Future minimum annual payments under capital and operating leases at December 31, 2009 are as follows (in millions). The table reflects our contractual obligations.

	Capital Leases			Operating Leases
Year ending December 31:
2010	£	51.2		£	60.1
2011		65.2			61.3
2012		36.6			51.7
2013		12.3			41.1
2014		4.1			29.1
Thereafter		80.1			81.0
Total minimum lease payments		249.5		£	324.3
Less: amount representing interest		(82.9	)
Present value of net minimum obligations		166.6
Less: current portion		(40.6	)
	£	126.0

        Total rental expense for the years ended December 31, 2009, 2008 and 2007 under operating leases was £59.5 million, £42.8 million and £49.9 million, respectively.

        During 2009 and 2008, the changes in the asset retirement obligations related to customer premises equipment were as follows (in millions):

		2009			2008
Asset retirement obligation at the beginning of the year			£56.6			£57.8
	Assets acquired		12.4			14.8
	Liabilities settled		(3.7	)		(7.7	)
	Accretion expense		4.4			4.5
	Revisions in cash flow estimates		(24.2	)		(12.8	)
Asset retirement obligation at the end of the year			£45.5			£56.6

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6—Goodwill and Intangible Assets

        Goodwill and intangible assets consist of (in millions):

			December 31,
		Estimated Useful Life
			2009		2008
Goodwill and intangible assets not subject to amortization:
	Goodwill		£	1,916.5	£	1,922.2
	Reorganization value in excess of amounts allocable to identifiable assets			153.2		153.2
	Trademarks			11.3		16.0
			£	2,081.0	£	2,091.4
Intangible assets subject to amortization:
Cost
	Customer lists	3-6 years	£	754.6	£	1,052.9
	Software and other intangible assets	1-3 years		5.5		32.8
				760.1		1,085.7
Accumulated amortization
	Customer lists			489.5		549.9
	Software and other intangible assets			4.7		25.5
				494.2		575.4
			£	265.9	£	510.3

        Estimated aggregate amortization expense for each of the five succeeding fiscal years after December 31, 2009 is as follows: £147.4 million in 2010, £118.5 million in 2011 and nil thereafter.

        During the years ended December 31, 2009 and 2008, assets not subject to amortization were adjusted for the following (in millions):

		Trademarks			Reorganization Value		Goodwill
Balance, December 31, 2007		£	16.5		£	153.2	£	2,285.7
	Deferred tax balances		—			—		(1.3	)
	Goodwill and intangible asset impairments		(0.5	)		—		(362.2	)
Balance, December 31, 2008		£	16.0		£	153.2	£	1,922.2
	Goodwill and intangible asset impairments		(4.7	)		—		—
	Amendment to business acquisition goodwill		—			—		(5.7	)
Balance, December 31, 2009		£	11.3		£	153.2	£	1,916.5

        As at December 31, 2009, goodwill and intangible assets not subject to amortization totaling £1,820.2 million, £206.8 million and £54.0 million are allocated to our Consumer, Business and Content reporting units, respectively.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6—Goodwill and Intangible Assets (Continued)

        We performed our annual impairment review of our Content reporting unit as at June 30, 2009. As a result of this review we concluded that no impairment charge was required as at June 30, 2009.

        We performed our annual impairment review of our Consumer and Business reporting units as at October 1, 2009. As a result of this review we concluded that no impairment charge was required as at October 1, 2009. During the fourth quarter of 2009, we entered into a license agreement with Virgin Enterprises Limited for use of the "Virgin" name for our Business reporting unit. As a result of the decision to rebrand this reporting unit, we recognized an impairment charge of £4.7 million in respect to the Telewest trademark which we discontinued using from February 10, 2010.

        As at June 30, 2008, we performed our annual impairment review of the goodwill recognized in the Virgin Media TV and former Mobile reporting units. The fair value of these reporting units were determined through the use of a combination of both the market and income valuation approaches to calculate fair value. We concluded that the fair value of the Virgin Media TV reporting unit exceeded its carrying value, while the Mobile reporting unit fair value was less than its carrying value.

        The market approach valuations in respect of the Mobile reporting unit had declined from the prior year primarily as a result of declining market multiples of comparable companies. The income approach valuations in respect of the Mobile reporting unit declined as a result of a combination of an increased discount rate, a reduced terminal value multiple and reduced long term cash flow estimates. As a result, we extended our review to include the valuation of the Mobile reporting unit's individual assets and liabilities and recognized a goodwill impairment charge of £362.2 million in the year ended December 31, 2008.

        As at December 31, 2008, we performed our annual impairment review of the goodwill recognized in our former Cable reporting unit and concluded that no impairment charge was necessary. Subsequent to the year end, management performed an exercise to reallocate goodwill and reorganization value intangible assets that had been previously recognized in the former Cable and Mobile reporting units to our Consumer and Business reporting units. As a result of this review, goodwill and reorganization value intangible assets totaling £1,825.2 million and £207.3 million were allocated to the Consumer and Business reporting units, respectively. We also performed an interim impairment review of the goodwill related to the former Mobile reporting unit as at January 1, 2009 and concluded that the goodwill was not impaired. The revised amounts will be tested for impairment on an annual basis on October 1 of each year.

Note 7—Investments

        Through our wholly owned subsidiary, Flextech Broadband Limited, we own a 50% equity investment in the UKTV joint venture companies and a 49.9% equity investment in the Setanta Sports News channel. These investments are accounted for under the equity method at December 31, 2009. The UKTV joint venture companies operate a portfolio of channels under the UKTV brand. This equity investment was acquired as part of the acquisition of Telewest on March 3, 2006. In accordance with the joint venture agreements between Flextech Broadband Limited and BBC Worldwide, we are required to recognize 100% of any losses for those companies which represent UKTV. The Setanta Sports News channel was incorporated on November 29, 2007 and we have recognized our proportion of its losses from that date. Setanta Sports News ceased broadcasting in June 2009 when Setanta Sports Limited entered administration.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7—Investments (Continued)

        Investments consist of (in millions):

	December 31,
	2009		2008
Loans and redeemable preference shares	£	129.3	£	137.7
Share of net assets		230.6		215.8
	£	359.9	£	353.5

Note 8—Long Term Debt

        Long term debt consists of (in millions):

		December 31, 2009			December 31, 2008
U.S. Dollar
	8.75% U.S. dollar senior loan notes due 2014*	£	55.3		£	290.7
	9.125% U.S. dollar senior notes due 2016*		340.2			376.2
	6.50% U.S. dollar loan notes due 2016**		457.9			164.1
	6.50% U.S. dollar loan notes due 2016*		148.9			507.0
	9.50% U.S. dollar senior notes due 2016*		810.9			—
	8.375% U.S. dollar senior notes due 2019*		365.1			—
	Floating rate senior loan notes due 2012*		61.9			68.4
	Senior credit facility		275.3			363.8
	Other loan notes due to affiliates		10.0			10.9
Euro
	8.75% euro senior loan notes due 2014*		41.9			214.2
	9.50% euro senior loan notes due 2016*		152.9			—
	Senior credit facility		356.5			403.7
	Other loan notes due to affiliates		102.3			111.1
Sterling
	9.75% sterling senior loan notes due 2014*		78.8			375.0
	8.875% sterling senior loan notes due 2019*		344.5			—
	Senior credit facility		2,481.0			3,421.9
	Other loan notes due to affiliates		350.5			350.5
	Capital leases		166.6			174.6
	Other		1.2			4.1
			6,601.7			6,836.2
	Less: current portion		(41.2	)		(40.5	)
			£6,560.5			£6,795.7

*

Due to Virgin Media Finance PLC

**

Due to Virgin Media (UK) Group Inc

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

        The effective interest rate on the senior credit facility was 5.3% and 7.3% as at December 31, 2009 and 2008, respectively. The effective interest rate on the floating rate loan notes was 5.3% and 9.8% as at December 31, 2009 and 2008, respectively.

        The terms of the senior notes and senior credit facility as at December 31, 2009 are summarized below.

Senior Notes

        Our parent, Virgin Media Finance PLC, issued senior notes due 2014 on April 13, 2004. On July 25, 2006, Virgin Media Finance PLC issued $550 million U.S. dollar denominated 9.125% senior notes due 2016 to repay in part an alternative senior bridge facility whose proceeds had been loaned to us for the acquisition of Telewest UK Limited. All senior notes have been guaranteed by us pursuant to a senior subordinated guarantee. The terms of our senior notes and loan notes due to Virgin Media Finance PLC and loan notes due to Virgin Media (UK) Group Inc are summarized below.

•

8.75% Senior Notes due April 15, 2014—The principal amount at maturity is $89.3 million. Interest is payable semi-annually on April 15 and October 15 commencing October 15, 2004.

•

9.75% Senior Notes due April 15, 2014—The principal amount at maturity is £78.8 million. Interest is payable semi-annually on April 15 and October 15 commencing October 15, 2004.

•

8.75% Senior Notes due April 15, 2014—The principal amount at maturity is €47.3 million. Interest is payable semi-annually on April 15 and October 15 commencing October 15, 2004.

•

9.125% Senior Notes due August 15, 2016—The principal amount at maturity is $550 million. Interest is payable semi-annually on February 15 and August 15 commencing February 15, 2007.

•

6.50% Loan Notes due November 15, 2016—The principal amount at maturity is $1,000 million. Interest is payable semi-annually on May 15 and November 15 commencing November 15, 2008.

•

9.50% Senior Notes due August 15, 2016—The principal amount at maturity is $1,350 million and €180 million. Interest is payable semi-annually on February 15 and August 15 commencing February 15, 2010.

•

8.375% Senior Notes due October 15, 2019—The principal amount at maturity is $600 million. Interest is payable semi-annually on April 15 and October 15 commencing April 15, 2010.

•

8.875% Senior Notes due October 15, 2019—The principal amount at maturity is £350 million. Interest is payable semi-annually on April 15 and October 15 commencing April 15, 2010.

•

Floating Rate Loan Notes due October 15, 2012—The principal amount at maturity is $100 million. The interest rate on the floating rate loan notes is the three-month LIBOR plus 5.0%. Interest is payable quarterly on January 15, April 15, July 15 and October 15 commencing July 15, 2004.

        On June 3, 2009, Virgin Media Finance PLC, or Virgin Media Finance, issued $750 million aggregate principal amount of 9.50% senior notes due 2016 and €180 million aggregate principal amount of 9.50% senior notes due 2016, collectively the 9.50% senior notes due 2016. The 9.50% senior notes due 2016 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014 and 2016. Interest is payable on

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

February 15 and August 15 of each year. The 9.50% senior notes due 2016 mature on August 15, 2016 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by us and Virgin Media Investments Limited, or VMI. We used the net proceeds, together with cash on hand, to make repayments totaling £608.5 million under our senior credit facility. On July 21, 2009, Virgin Media Finance issued an additional $600 million aggregate principal amount of 9.50% senior notes due 2016 under the same terms as the notes issued on June 3, 2009. We used the net proceeds, together with cash on hand, to make repayments totaling £403.6 million under our senior credit facility.

        On November 9, 2009, Virgin Media Finance issued $600 million aggregate principal amount of 8.375% senior notes due 2019 and £350 million aggregate principal amount of 8.875% senior notes due 2019. The senior notes due 2019 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014 and 2016. Interest is payable on April 15 and October 15 of each year. The senior notes due 2019 mature on October 15, 2019 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by us and VMI. We used the net proceeds to make repayments totaling 658.8 million on our senior notes due 2014.

        Subsequent to the year end, on January 19, 2010, our wholly owned subsidiary, Virgin Media Secured Finance PLC, issued $1.0 billion aggregate principal amount of 6.50% senior secured notes due 2018 and £875 million aggregate principal amount of 7.00% senior secured notes due 2018. Interest is payable on June 15 and December 15 each year, beginning on June 15, 2010. The senior secured notes due 2018 rank pari passu with our senior credit facility and, subject to certain exceptions, share in the same guarantees and security which has been granted in favor of our senior credit facility. We used the net proceeds to make repayments totaling £1,453.0 million under our senior credit facility.

Senior Credit Facility

        The principal amount outstanding under our senior credit facility at December 31, 2009 was £3,112.8 million. Our senior credit facility comprises a term facility denominated in a combination of pounds sterling, U.S. dollars and euros in aggregate principal amounts of £2,481.0 million, $445.1 million and €402.1 million, and a revolving facility of £100.0 million. At December 31, 2009, the sterling equivalent of £3,112.8 million of the term facility had been drawn and £11.6 million of the revolving credit facility had been utilized for bank guarantees and standby letters of credit.

        The senior credit facility bears interest at LIBOR, US LIBOR or EURIBOR plus a margin currently ranging from 1.25% to 3.625% and the applicable cost of complying with any reserve requirement. The margins on £963.4 million of the term loan facilities and on the revolving credit facility ratchet range from 1.25% to 3.125% based on leverage ratios. Interest is payable at least semi-annually. Principal repayments in respect of £963.4 million of the term loan facilities are due semi-annually beginning in March 2010 and ending on March 3, 2011, and the remaining term loan facilities are repayable in full on their maturity dates, which are September 3, 2012 and March 3, 2013. We are also required to make principal repayments out of excess cash flows if certain criteria are met.

        On November 10, 2008, we amended our senior credit facility. Among other things, this amendment allowed us to defer over 70.3% of the remaining principal payments due in 2010 and 2011

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

to June 2012, extend the maturity of over 72.3% of the existing revolving facility from March 2011 to June 2012 and reset certain financial covenant ratios. These changes became effective in June 2009 following our satisfaction of the repayment condition under the senior credit facility. Upon satisfaction of the repayment condition, the applicable interest margin in respect of the principal amounts that were deferred and the extended revolving facility also increased by 1.375%, and we were required to pay £11.5 million in fees.

        The facility is secured through a guarantee from Virgin Media Finance. In addition, the bulk of the facility is secured through guarantees and first priority pledges of the shares and assets of substantially all of our operating subsidiaries and of receivables arising under any intercompany loans to those subsidiaries. We are subject to financial maintenance tests under the facility, including a test of liquidity, coverage and leverage ratios applied to us and certain of our subsidiaries. As of December 31, 2009, we were in compliance with these covenants.

        On April 16, 2008, we made a voluntary prepayment of £504.0 million predominantly utilizing the proceeds of the senior convertible notes.

        The agreements governing the senior notes and the senior credit facility significantly, and, in some cases, absolutely restrict our ability and the ability of most of our subsidiaries to:

•

incur or guarantee additional indebtedness;

•

pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;

•

make investments;

•

sell assets, including the capital stock of subsidiaries;

•

enter into sale and leaseback transactions or certain vendor financing arrangements;

•

create liens;

•

enter into agreements that restrict the restricted subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;

•

merge or consolidate or transfer all or substantially all of our assets; and

•

enter into transactions with affiliates.

        Long term debt repayments, excluding capital leases as of December 31, 2009, are due as follows (in millions):

Year ending December 31:
2010	£	0.5
2011		286.1
2012		2,589.2
2013		300.1
2014		176.0
Thereafter		3,125.6
Total debt payments	£	6,477.5

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Long Term Debt (Continued)

        On a pro forma basis taking into account the issuance of the senior secured notes on January 19, 2010 and the related repayment of our senior credit facility as if these transactions had occurred on December 31, 2009, the long term debt repayments, excluding capital leases, as of December 31, 2009, are due as follows (in millions):

Year ending December 31:
2010	£	0.4
2011		0.4
2012		1,389.5
2013		300.1
2014		176.0
Thereafter		4,619.1
Total debt payments	£	6,485.5

Note 9—Fair Value Measurements

        U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities, or
	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
	Inputs other than quoted prices that are observable for the asset or liability
Level 3	Unobservable inputs for the asset or liability

        We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We have determined that all of our financial assets and liabilities that are stated at fair value fall in levels 1 and 2 in the fair value hierarchy described above.

        In estimating the fair value of our other financial instruments, we used the following methods and assumptions:

        Cash and cash equivalents, and restricted cash:    The carrying amounts reported in the consolidated balance sheets approximate fair value due to the short maturity and nature of these financial instruments.

        Derivative financial instruments:    As a result of our financing activities, we are exposed to market risks from changes in interest and foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from interest and foreign currency exchange rate fluctuations through the use of derivative financial instruments. The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9—Fair Value Measurements (Continued)

valued using broker quotations, or market transactions in either the listed or over-the counter markets, adjusted for non-performance risk. As such, these derivative instruments are classified within level 2 in the fair value hierarchy. The carrying amounts of our derivative financial instruments are disclosed in note 10.

        Long term debt:    In the following table the fair value of our senior credit facility is based upon quoted trading prices in inactive markets for this debt, which incorporates non-performance risk. The fair values of our other debt in the following table are based on the quoted market prices in active markets for the underlying third party debt and incorporates non-performance risk. Accordingly, the inputs used to value these debt instruments are classified within level 1 of the fair value hierarchy.

        The carrying amounts and fair values of our long term debt are as follows (in millions):

	December 31, 2009				December 31, 2008
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior credit facility		£3,112.8		£3,043.5		£4,189.4		£3,048.0
8.75% U.S. dollar loan notes due 2014*		55.3		57.7		290.7		246.7
9.75% sterling loan notes due 2014*		78.8		81.6		375.0		292.5
8.75% euro loan notes due 2014*		41.9		43.7		214.2		158.8
9.125% U.S. dollar senior notes due 2016*		340.2		359.4		376.2		313.1
6.50% U.S. dollar loan notes due 2016*		148.9		177.5		507.0		226.1
6.50% U.S. dollar loan notes due 2016**		457.9		545.6		164.1		73.2
9.50% U.S. dollar senior notes due 2016*		810.9		895.8		—		—
9.50% euro senior loan notes due 2016*		152.9		173.5		—		—
8.375% U.S. dollar senior notes due 2019*		365.1		377.0		—		—
8.875% sterling senior notes due 2019*		344.5		355.3		—		—
Floating rate loan notes due 2012*		61.9		61.9		68.4		68.4
Other loan notes due to affiliates		462.8		462.8		472.5		472.5

*

Due to Virgin Media Finance PLC

**

Due to Virgin Media (UK) Group Inc

Concentrations of Credit Risk

        Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, trade receivables and derivative contracts.

        At December 31, 2009 and 2008, we had approximately £415.9 million and £170.7 million, respectively, in cash and cash equivalents. These cash and cash equivalents are on deposit with major financial institutions and, as part of our cash management process, we perform regular evaluations of the credit standing of these institutions using a range of metrics. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash balances.

        Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers and their dispersion across geographic areas. We perform periodic credit

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9—Fair Value Measurements (Continued)

evaluations of our Business segment customers' financial condition and generally do not require collateral. No single group or customer represents greater than 10% of total accounts receivable.

        Concentrations of credit risk with respect to derivative contracts are focused within a limited number of international financial institutions with which we operate and relate only to derivatives with recorded asset balances at December 31, 2009. We perform regular reviews of the financial institutions with which we operate as to their credit worthiness and financial condition. We have not experienced non-performance by any of our derivative counterparties nor do we expect there to be non-performance risks associated with our counterparties. At December 31, 2009, based on market values, we had 68.2% of our derivative contracts with three financial institutions, each with more than 10% of our total exposure. At December 31, 2008, we had 54.4% of our contracts by market value with three financial institutions, each with more than 10% of our total exposure.

Note 10—Derivative Financial Instruments and Hedging Activities

Strategies and Objectives for Holding Derivative Instruments

        Our results are materially impacted by changes in interest rates and foreign currency exchange rates. In an effort to manage these risks, we periodically enter into various derivative instruments including interest rate swaps, cross- currency interest rate swaps and foreign exchange forward rate contracts. We are required to recognize all derivative instruments as either assets or liabilities at fair value on our consolidated balance sheets, and to recognize certain changes in the fair value of derivative instruments on our consolidated statements of operations.

        We have entered into cross-currency interest rate swaps and foreign currency forward rate contracts to manage interest rate and foreign exchange rate currency exposures with respect to our U.S. dollar ($) and euro (€) denominated debt obligations. Additionally, we have entered into interest rate swaps to manage interest rate exposures resulting from variable rates of interest we pay on our U.K. pound sterling (£) denominated debt obligations. We have also entered into U.S. dollar, euro and South African rand (ZAR) forward rate contracts to manage our foreign exchange rate currency exposures related to certain committed and forecasted purchases.

        Whenever it is practical to do so, we will designate a derivative contract as either a cash flow or fair value hedge for accounting purposes. These derivatives are referred to as "Accounting Hedges" below. When a derivative contract is not designated as an Accounting Hedge, the derivative will be treated as an economic hedge with mark-to-market movements and realized gains or losses recognized through gains (losses) on derivative instruments in the statements of operations. These derivatives are referred to as "Economic Hedges" below. We do not enter into derivatives for speculative trading purposes.

        In respect to Accounting Hedges, we believe our hedge contracts will be highly effective during their term in offsetting changes in cash flow or fair value attributable to the hedged risk. We perform, at least quarterly, both a prospective and retrospective assessment of the effectiveness of our hedge contracts, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the derivative in gains or losses on derivative instruments in the statement of operations. As a result of our effectiveness assessment at December 31, 2009, we believe

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

our derivative contracts that are designated and qualify for hedge accounting will continue to be highly effective in offsetting changes in cash flow or fair value attributable to the hedged risk.

        The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using counterparty valuations, or market transactions in either the listed or over-the-counter markets, adjusted for non-performance risk. As such, these derivative instruments are classified within level 2 in the fair value hierarchy. Derivative instruments which are subject to master netting arrangements are not offset and we have not provided, nor do we require, cash collateral with any counterparty.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

        The fair values of our derivative instruments recorded on our consolidated balance sheet were as follows (in millions):

			December 31, 2009		December 31, 2008
Included within current assets:
	Accounting Hedge
		Foreign currency forward rate contracts	£	0.3	£	37.6
		Interest rate swaps		—		6.1
		Cross-currency interest rate swaps		—		61.5
	Economic Hedge
		Foreign currency forward rate contracts		1.9		63.2
			£	2.2	£	168.4
Included within non-current assets:
	Accounting Hedge
		Cross-currency interest rate swaps	£	63.7	£	136.1
	Economic Hedge
		Cross-currency interest rate swaps		169.5		299.6
	Other			1.9		—
				£235.1		£435.7
Included within current liabilities:
	Accounting Hedge
		Foreign currency forward rate contracts	£	0.3	£	—
		Interest rate swaps		12.0		2.2
	Economic Hedge
		Foreign currency forward rate contracts		2.4		79.6
		Interest rate swaps		3.1		2.6
			£	17.8	£	84.4
Included within non-current liabilities:
	Accounting Hedge
		Interest rate swaps	£	21.0	£	11.5
		Cross-currency interest rate swaps		27.6		—
	Economic Hedge
		Cross-currency interest rate swaps		58.2		31.1
				£106.8	£	42.6

Cross-Currency Interest Rate Swaps—Hedging the Interest Payments of Senior Notes and Senior Credit Facility

        As of December 31, 2009, we had outstanding cross-currency interest rate swaps to mitigate the interest and foreign exchange rate risks relating to the pound sterling value of interest payments on the U.S. dollar and euro denominated senior notes and senior credit facility.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

        The terms of our outstanding cross-currency interest rate swaps at December 31, 2009 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount due from counterparty		Notional amount due to counterparty		Weighted average interest rate due from counterparty	Weighted average interest rate due to counterparty
			(in millions)		(in millions)
$89.3m senior notes due 2014
	October 2011	Economic	$	89.3	£	62.9	8.75%	9.42%
$550m senior notes due 2016
	August 2016	Accounting		550.0		301.2	9.13%	8.54%
$1,350m senior notes due 2016
	August 2016	Accounting		1,350.0		835.5	9.50%	9.98%
$1,000m senior notes due 2016
	November 2016	Economic		1,000.0		505.6	6.50%	6.95%
$600m senior notes due 2019
	October 2019	Accounting		264.3		159.8	8.38%	9.03%
	October 2011	Economic		335.7		228.0	8.38%	9.23%
	October 2011 to October 2019	Accounting		335.7		203.0	8.38%	9.00%
Senior credit facility
	September 2012	Economic		445.1		241.5	3 month	3 month
							$ LIBOR + 2.00%	£ LIBOR + 2.13%
			$	4,370.1	£	2,537.5
€47.3m senior notes due 2014
	October 2011	Economic	€	47.3	£	43.8	8.75%	8.90%
€180m senior notes due 2016
	August 2016	Accounting		180.0		158.6	9.50%	10.18%
Senior credit facility
	September 2012	Economic		402.2		278.9	3 month	3 month
							EURIBOR + 2.00%	LIBOR + 2.16%
			€	629.5	£	481.3
Other
	December 2012	Economic	€	56.7	£	40.3	3 month	3 month
							EURIBOR + 2.38%	LIBOR + 2.69%
	December 2013	Economic		43.3		30.7	3 month	3 month
							EURIBOR + 2.88%	LIBOR + 3.26%
			€	100.0	£	71.0
	December 2012	Economic	£	38.8	€	56.7	3 month	3 month
							LIBOR + 2.40%	EURIBOR + 2.38%
	December 2013	Economic		29.7		43.3	3 month	3 month
							LIBOR + 2.90%	EURIBOR + 2.88%
			£	68.5	€	100.0

        All of our cross-currency interest rate swaps include exchanges of the notional amounts at the start and end of the contract except for the contracts maturing in November 2016 hedging the $1,000 million senior notes due 2016.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

Interest Rate Swaps—Hedging of Interest Rate Sensitive Obligations

        As of December 31, 2009, we had outstanding interest rate swap agreements to manage the exposure to variability in future cash flows on the interest payments associated with our senior credit facility, which accrue at variable rates based on LIBOR. The interest rate swaps allow us to receive interest based on three month LIBOR in exchange for payments of interest at fixed rates.

        The terms of our outstanding interest rate swap contracts at December 31, 2009 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount		Weighted average interest rate due from counterparty	Weighted average interest rate due to counterparty
			(in millions)
Senior credit facility
	April 2010	Accounting	£	2,400.0	3 month LIBOR		2.31	%
	April 2010	Economic		600.0	3 month LIBOR		1.66	%
	April 2010 to April 2011	Accounting		200.0	3 month LIBOR		2.58	%
	April 2010 to September 2012	Accounting		1,300.0	3 month LIBOR		3.07	%
	April 2010 to March 2013	Accounting		300.0	3 month LIBOR		3.28	%

Foreign Currency Forward Rate Contracts—Hedging Committed and Forecasted Transactions

        As of December 31, 2009, we had outstanding foreign currency forward rate contracts to purchase U.S. dollars, euros and South African rand to hedge committed and forecasted purchases. The terms of our outstanding foreign currency forward rate contracts at December 31, 2009 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount due from counterparty		Notional amount due to counterparty		Weighted average exchange rate
			(in millions)		(in millions)
Commited and forecasted purchases
	January 2010 to December 2010	Economic	$	140.4	£	87.3		1.6079
	March 2010 to December 2010	Accounting	$	11.3	£	7.2		1.5730
	January 2010	Accounting	€	0.2	£	0.2		1.1250
	January 2010 to June 2010	Accounting		ZAR 26.1	£	2.0		13.0024

Cash Flow Hedges

        For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. In our consolidated statement of cash flows, we recognize the cash flows resulting from derivative contracts that are treated as Accounting Hedges in the same category where the cash flows from the underlying exposure are recognized. All other cash flows from derivative contracts are recognized as operating activities in the consolidated statement of cash flows.

        Gains or losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized as gains or losses on derivative instruments in the statement of operations in the period in which they occur. During the year ended December 31, 2009, we recognized a loss totalling £0.6 million, relating to ineffectiveness. The following tables present the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Derivative Financial Instruments and Hedging Activities (Continued)

effective amount of gain or (loss) recognized in other comprehensive income and amounts reclassified to earnings during the year ended December 31, 2009 (in millions):

		Total			Interest rate swaps			Cross-currency interest rate swaps			Forward foreign exchange contracts			Tax Effect
Balance at December 31, 2008		£	40.1		£	(7.9	)	£	64.0		£	—		£	(16.0	)
Amounts recognized in other comprehensive income			(216.6	)		(50.6	)		(165.8	)		(0.2	)		—
Amounts reclassified as a result of cash flow hedge discontinuance			6.5			2.0			4.5			—			—
Amounts reclassified to earnings impacting:
	Foreign exchange losses		90.6			—			90.6			—			—
	Interest expense		23.9			24.1			(0.2	)		—			—
	Operating costs		0.2			—			—			0.2			—
Tax effect recognized			—			—			—			—			—
Balance at December 31, 2009		£	(55.3	)	£	(32.4	)	£	(6.9	)	£	—		£	(16.0	)

        Assuming no change in interest rates or foreign exchange rates for the next twelve months, the amount of pre-tax losses that would be reclassified from other comprehensive income to earnings would be £30.3 million, nil and nil relating to interest rate swaps, cross-currency interest rate swaps and forward foreign exchange contracts, respectively.

Note 11—Employee Benefit Plans

Defined Benefit Plans

        Certain of our subsidiaries operate defined benefit pension plans in the U.K. The assets of the plans are held separately from those of ourselves and are invested in specialized portfolios under the management of investment groups. The pension cost is calculated using the projected unit method. Our policy is to fund amounts to the defined benefit plans necessary to comply with the funding requirements as prescribed by the laws and regulations in the U.K. Our defined benefit pension plans use a measurement date of December 31.

Employer Contributions

        In April 2007, we agreed with the trustees of one of our pension plans to a new funding arrangement whereby we will initially be paying £8.6 million per annum towards the deficit for the next three years. Additionally, in June 2007, we effected a merger of our three other defined benefit plans. The merger of these plans was subject to the approval of the trustees and, as a condition of trustee approval, we agreed to make a specific one-time contribution of £4.5 million. The funding arrangements with respect to this plan included an agreement to pay a further £2.6 million to fund the deficit for each of the next seven years. For the year ended December 31, 2009, we contributed £13.4 million to our pension plans. We anticipate contributing a total of £17.2 million to fund our pension plans in 2010.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Employee Benefit Plans (Continued)

Obligations and Funded Status

        The change in projected benefit obligation was as follows (in millions):

	Year ended December 31,
	2009			2008
Benefit obligation at beginning of year		£307.8			£323.9
Service cost		1.2			1.4
Interest cost		17.4			18.3
Members' contributions		0.3			0.4
Plan amendments		—			0.1
Actuarial loss (gain)		66.4			(24.9	)
Benefits paid		(15.3	)		(11.4	)
Benefit obligation at end of year		£377.8			£307.8

        The change in plan assets was as follows (in millions):

	Year ended December 31,
	2009			2008
Fair value of plan assets at beginning of year		£273.9			£318.6
Actual return on plan assets		33.9			(47.2	)
Employer contributions		13.4			13.5
Employee contributions		0.3			0.4
Benefits paid		(15.3	)		(11.4	)
Fair value of plan assets at end of year		£306.2			£273.9

        The funded status as of December 31, 2009 and 2008 was as follows (in millions):

	Year ended December 31,
	2009			2008
Projected benefit obligation		£377.8			£307.8
Plan assets		306.2			273.9
Funded status		(71.6	)		(33.9	)
Non-current liability		£(71.6	)		£(33.9	)

        The following table presents information for pension plans with a projected benefit obligation in excess of plan assets (in millions):

	December 31,
	2009		2008
Projected benefit obligation		£377.8		£307.8
Fair value of plan assets		306.2		273.9

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Employee Benefit Plans (Continued)

        The accumulated benefit obligation for all defined benefit plans was £366.6 million and £301.4 million at December 31, 2009 and 2008, respectively. As at December 31, 2009 and 2008, all pension plans had accumulated benefit obligations in excess of plan assets.

Amount Included in Other Comprehensive Income

        The amount included in other comprehensive income for the years ended December 31, 2009 and 2008 consisted of (in millions):

	Year ended December 31,
	2009		2008
Actuarial loss recognized in other comprehensive income		£50.8		£43.8
Prior year service cost recognized in other comprehensive income		—		0.1
Amount included in other comprehensive income		£50.8		£43.9

        The following table presents the amounts recognized in accumulated other comprehensive income as at December 31, 2009 and 2008 that have not yet been recognized as components of net periodic benefit cost (in millions):

	Year ended December 31,
	2009		2008
Net actuarial loss		£94.8		£44.0
Net prior year service cost		0.1		0.1
Amount included in accumulated other comprehensive income		£94.9		£44.1

        We expect to recognize £3.6 million of actuarial losses in the net periodic benefit cost for the year ended December 31, 2010.

Net Periodic Benefit Costs

        The components of net periodic benefit costs were as follows (in millions):

	Year ended December 31,
	2009			2008			2007
Service cost	£	1.2		£	1.4		£	2.4
Interest cost		17.4			18.3			16.7
Expected return on plan assets		(18.3	)		(21.5	)		(19.0	)
Plan settlements		—			—			0.2
Total net periodic benefit cost	£	0.3		£	(1.8	)	£	0.3

        As a result of the sale of various business operations in prior periods, we have retained the earned pension and other post-retirement benefits liabilities related to certain employees of those operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Employee Benefit Plans (Continued)

Accordingly, the information disclosed in the tables above includes amounts relating to liabilities of these employees.

Assumptions

        The weighted-average assumptions used to determine benefit obligations were as follows:

	December 31,
	2009			2008
Discount rate		5.75	%		5.75	%
Rate of compensation increase		4.00	%		3.00	%

        The weighted-average assumptions used to determine net periodic benefit costs were as follows:

	December 31,
	2009			2008
Discount rate		5.75	%		5.75	%
Expected long term rate of return on plan assets		5.92	%		6.68	%
Rate of compensation increase		3.00	%		3.50	%

        Where investments are held in bonds and cash, the expected long term rate of return is taken to be yields generally prevailing on such assets at the measurement date. A higher rate of return is expected on equity investments, which is based more on realistic future expectations than on the returns that have been available historically. The overall expected long term rate of return on plan assets is then the average of these rates taking into account the underlying asset portfolios of the pension plans.

Plan Assets

        Our pension plan weighted-average asset allocations at December 31, 2009 and 2008 by asset category and by fair value hierarchy were as follows:

	December 31, 2009
	Fair Value Hierarchy
									December 31, 2008
Asset category	Level 1		Level 2		Level 3		Total
Equity Securities		£115.2	£	—	£	—		£115.2	£	90.9
Government Bonds		100.3		—		—		100.3		105.3
Corporate Bonds		55.2		—		—		55.2		46.0
Real Estate		4.1		—		—		4.1		5.2
Hedge Funds		—		27.6		—		27.6		24.7
Cash		3.8		—		—		3.8		1.8
Total		£278.6		£27.6		£—		£306.2		£273.9

        The trustees of the main defined benefit pension plan, which makes up approximately 81% of the assets of our two defined benefit pension plans, have in place an investment strategy that targets an allocation of 40% equities, 10% fund of hedge funds, 3% property and 47% bonds and cash, at

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Employee Benefit Plans (Continued)

December 31, 2009. The assets are managed by a number of fund managers, which means as markets move relative to each other the assets move away from the target investment strategy. Relatively small deviations from the target investment strategy are permitted; however rebalancing of the assets will be carried out from time to time. As the main defined benefit pension scheme is now closed to new entrants, it is anticipated that the investment strategy will move towards a higher proportion of bonds over time to reflect the steadily maturing profile of liabilities and the improvement in the funding position.

        There were no directly owned shares of our common stock included in the equity securities at December 31, 2009 or 2008.

Estimated Future Benefit Payments

        The benefits expected to be paid out of the pension plans in total are set out below for each of the next five years and the following five years in aggregate. The benefits expected to be paid are based on the same assumptions used to measure our benefit obligation at December 31, 2009 and include estimated future employee services (in millions):

Year ending December 31:	Pension Benefits
2010		£11.9
2011		12.7
2012		13.5
2013		14.3
2014		15.3
Years 2015-2019		92.3

Defined Contribution Pension Plans

        Our subsidiaries operate defined contribution pension plans in the U.K. The total expense in relation to these plans was £15.1 million, £14.7 million and £15.3 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Note 12—Restructuring and other charges

        Restructuring and other charges in the year to December 31, 2009 related primarily to employee termination and lease exit costs in connection with the restructuring program initiated in 2008 as discussed below.

        Restructuring and other charges in the year to December 31, 2008 related primarily to lease and contract exit costs in connection with the restructuring program initiated in 2008.

        During the fourth quarter of 2008, we commenced the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating inefficiencies in order to create a fully-integrated, customer-focused organization. This plan involves the incurrence of substantial operating and capital expenditures, including certain costs which may be treated as restructuring costs. In total, we expect to incur operating expenditures of between £140 million to £

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12—Restructuring and other charges (Continued)

155 million and capital expenditures of between £40 million to £45 million in connection with this plan over a three-year period.

        The following table summarizes, for the years ended December 31, 2009, 2008 and 2007, our historical restructuring accruals, the restructuring accruals resulting from the acquisitions made by us during 2006 and the accruals for our restructuring plans announced in the fourth quarter of 2008 (in millions):

		Historical Restructuring Accruals			2006 Acquisition Restructuring Accruals						2008 Restructuring Accruals
		Lease Exit Costs			Involuntary Employee Termination and Related Costs			Lease Exit Costs			Involuntary Employee Termination and Related Costs			Lease and Contract Exit Costs			Total
Balance, December 31, 2006		£	40.7		£	20.4		£	63.4		£	—		£	—			£124.5
	Amendments offset against goodwill		—			—			(11.3	)		—			—			(11.3	)
	Charged to expense		3.4			26.4			5.3			—			—			35.1
	Revisions		(0.1	)		—			(7.8	)		—			—			(7.9	)
	Utilized		(10.0	)		(34.9	)		(10.7	)		—			—			(55.6	)
Balance, December 31, 2007			34.0			11.9			38.9			—			—			84.8
	Charged to expense		2.2			—			3.4			1.9			13.5			21.0
	Revisions		(1.0	)		(1.6	)		3.6			—			—			1.0
	Utilized		(19.2	)		(10.3	)		(7.8	)		—			—			(37.3	)
Balance, December 31, 2008			16.0			—			38.1			1.9			13.5			69.5
	Amendments offset against goodwill		—			—			(5.7	)		—			—			(5.7	)
	Charged to expense		2.8			—			3.9			23.5			19.4			49.6
	Revisions		(2.7	)		—			(2.4	)		(5.2	)		(0.1	)		(10.4	)
	Utilized		(3.9	)		—			(6.9	)		(18.5	)		(17.8	)		(47.1	)
Balance, December 31, 2009		£	12.2		£	—		£	27.0		£	1.7		£	15.0		£	55.9

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13—Income Taxes

        The benefit (expense) for income taxes consists of the following (in millions):

		Year ended December 31,
		2009			2008		2007
Current:
	U.K. taxes	£	4.9			£4.7	£	4.9
Total current			4.9			4.7		4.9
Deferred:
	U.K. taxes		—			3.4		—
	U.S. taxes		(3.8	)		1.8		(5.5	)
Total deferred			(3.8	)		5.2		(5.5	)
Total		£	1.1			£9.9		£(0.6	)

        There are significant current year losses in the U.K. The current tax benefit relates to amounts receivable in respect of the sale of U.K. tax losses to an equity method investee. The federal deferred tax expense relates to holding an equity method investment. The foreign deferred tax benefit relates to the decrease in our deferred tax asset valuation allowance resulting from the recording of certain deferred tax liabilities related to amounts recognized in the statement of other comprehensive income during the year that are expected to reverse in future periods and will allow us to offset such amounts against certain deferred tax assets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13—Income Taxes (Continued)

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax liabilities and assets are as follows (in millions):

		December 31,
		2009			2008
Deferred tax liabilities:
	Intangibles	£	74.0		£	143.2
	Equity investments		83.0			79.2
	Derivative instruments		—			15.7
Total deferred tax liabilities			157.0			238.1
Deferred tax assets:
	Net operating losses		927.4			970.0
	Capital losses		3,440.7			3,388.6
	Depreciation and amortization		2,124.3			2,046.4
	Accrued expenses		79.8			88.1
	Derivative instruments		11.0			—
	Capitalized costs and other		103.5			110.9
Total deferred tax assets			6,686.7			6,604.0
Valuation allowance for deferred tax assets			(6,612.7	)		(6,445.1	)
Net deferred tax assets			74.0			158.9
Net deferred tax liabilities		£	83.0		£	79.2

        The following table summarizes the movements in our deferred tax valuation allowance during the years ended December 31, 2009, 2008 and 2007 (in millions):

		Year ended December 31,
		2009		2008		2007
Balance, January 1			£6,445.1		£6,375.6		£6,541.4
	Acquisitions		—		—		—
	Effect of changes in tax rates		—		—		(446.6	)
	Increase in UK deferred tax attributes		167.6		69.5		280.8
Balance, December 31			£6,612.7		£6,445.1		£6,375.6

        A valuation allowance is recorded to reduce the deferred tax asset to an amount that is more likely than not to be realized. To the extent that the portion of the valuation allowance is reduced, the benefit will be recognized as a reduction of income tax expense.

        At December 31, 2009 we have U.K. net operating loss carryforwards of £3.3 billion that have no expiration date. Pursuant to U.K. law, these losses are only available to offset income of the separate entity that generated the loss. A portion of the U.K. net operating loss carryforwards relates to dual resident companies, of which the U.S. net operating loss carryforward amount is £1.5 billion that expires between 2010 and 2029. U.S. tax rules will limit our ability to utilize the U.S. losses. We also

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13—Income Taxes (Continued)

have U.K. capital loss carryforwards of £12.3 billion that have no expiration date. However, we do not expect to realize any significant benefit from these capital losses, which can only be used to the extent we generate U.K. taxable capital gain income in the future from assets held by subsidiaries held by the group prior to the merger with Telewest.

        At December 31, 2009, we had fixed assets on which future U.K. tax deductions can be claimed of £12.1 billion. The maximum amount that can be claimed in any one year is 20% of the remaining balance, after additions, disposals and prior claims.

        The reconciliation of income taxes computed at U.K. statutory rates to income tax benefit (expense) is as follows (in millions):

	Year ended December 31,
	2009			2008			2007
Benefit at U.K. statutory rate (2009: 28%, 2008 28.5% and 2007: 30%)	£	90.7		£	261.1		£	136.8
Add:
Permanent book-tax differences		(9.5	)		(132.7	)		(6.3	)
Foreign losses with no benefit		(80.1	)		(121.9	)		(131.1	)
Foreign tax benefit offsetting OCI tax expense		—			3.4			—
Benefit (provision) for income taxes	£	1.1		£	9.9		£	(0.6	)

        A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in millions):

		2009			2008
Balance at January 1,		£	1.5		£	1.1
	Additions based on tax positions related to the current year		—			—
	Additions for tax provisions of prior years		—			0.4
	Reductions for tax provisions of prior years		(1.5	)		—
	Reductions for lapse of applicable statute of limitation		—			—
Settlements			—			—
Balance at December 31,		£	—			£1.5

        The total amount of unrecognized tax benefits as of December 31, 2009 and 2008 were nil and £1.5 million, respectively. We do not expect that the amount of unrecognized tax benefits will significantly increase or decrease in the next twelve months.

        We recognize interest and penalties related to unrecognized tax benefits in income tax expense. We have accrued interest in respect of unrecognized tax benefits of nil and £0.2 million at December 31, 2009 and 2008, respectively. There was a benefit in respect of interest accrual of £0.2 million in income tax expense for the year ended December 31, 2009.

        The statute of limitations is open for the years 2006 to 2009 in the U.S. and 2007 to 2009 in the U.K., our major tax jurisdictions.

        At each period end, it is necessary for us to make certain estimates and assumptions to compute the provision for income taxes including, but not limited to the expected operating income (or loss) for

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13—Income Taxes (Continued)

the year, projections of the proportion of income (or loss) earned and taxed in the U.K. and the extent to which this income (or loss) may also be taxed in the United States, permanent and temporary differences, the likelihood of deferred tax assets being recovered and the outcome of contingent tax risks. In the normal course of business, our tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities for uncertain tax positions taken in respect to matters such as business acquisitions and disposals and certain financing transactions including intercompany transactions, amongst others. We accrue a liability when we believe an assessment may be probable and the amount is estimable. In accordance with generally accepted accounting principles, the impact of revisions to these estimates is recorded as income tax expense or benefit in the period in which they become known. Accordingly, the accounting estimates used to compute the provision for income taxes have and will change as new events occur, as more experience is acquired, as additional information is obtained and our tax environment changes.

Note 14—Related Party Transactions

Virgin Media Inc. and its consolidated subsidiaries

        We are a wholly owned subsidiary of Virgin Media. We charge Virgin Media and our other group companies for operating costs and selling, general and administrative expenses incurred by us on their behalf. The following information summarizes our significant related party transactions with Virgin Media and its group companies (in millions):

	Year ended December 31,
	2009		2008		2007
Operating costs		£45.5		£48.6	£	45.1
Selling, general and administrative expenses		45.2		46.8		59.7
		£90.7		£95.4		£104.8

        The above recharges are recorded in operating costs and selling, general and administrative expenses and offset the respective costs incurred.

Virgin Enterprises Limited

        We have identified Virgin Enterprises Limited as a related party to us. Virgin Entertainment Investment Holdings Limited became a holder of Virgin Media Inc's common stock as a result of its acquisition of Virgin Mobile on July 4, 2006. As of December 31, 2009, Virgin Entertainment Investment Holdings Limited beneficially owned 6.5% of Virgin Media Inc.'s common stock (based on SEC filings). Virgin Enterprises Limited is a wholly owned subsidiary of Virgin Entertainment Investment Holdings Limited. In addition, Gordon McCallum is a member of Virgin Media Inc.'s Board of Directors and is a Director at Virgin Enterprises Limited.

        We own and have the right to use registered trademarks, including the exclusive right to use the "Virgin" name and logo in connection with our corporate activities and in connection with the activities of our consumer and a large part of our content businesses under license from Virgin Enterprises Limited. This license with Virgin Enterprises Limited is for a 30-year term and exclusive to us within the U.K. and Ireland. The license entitles us to use the "Virgin" name for the TV, broadband internet,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14—Related Party Transactions (Continued)

telephone and mobile phone services we provide to our residential customers, as well as the acquisition and branding of sports, movies and other premium television content and the sale of certain communications equipment, such as set top boxes and cable modems. For our content operations, we are entitled to use the "Virgin Media Television" name for the creation, distribution and management of our wholly owned television channels, and to use the "Virgin" name for our television channel, Virgin1. Our license agreement provides for an annual royalty of 0.25% of certain consumer and content revenues, subject to a minimum annual royalty of £8.7 million, except for Virgin1, where we pay an annual royalty of 0.5% of revenues received by Virgin1, subject to a minimum of £100,000. As part of the agreement, we have the right to adopt, and have adopted, a company name for our parent, Virgin Media Inc., over which together with the name "Virgin Media", we retain worldwide exclusivity. Under a related agreement, Virgin Enterprises Limited has the right to propose a candidate to fill a seat on Virgin Media Inc.'s Board of Directors. Pursuant to this right, Virgin Enterprises Limited proposed Gordon McCallum who was appointed to Virgin Media Inc.'s Board of Directors. During the years ended December 31, 2009, 2008 and 2007, respectively, we incurred expenses of £9.0 million, £8.9 million and £8.7 million for charges in respect of brand licensing and promotion of which £2.3 million and £4.5 million was payable at December 31, 2009 and December 31, 2008, respectively.

        Subsequent to the year end, ntl:Telewest Business announced that it would rebrand using the Virgin trade marks to "Virgin Media Business." Virgin Media has entered into a trade mark license with Virgin Enterprises Ltd under which an annual royalty is payable of 0.25% of revenues from our business division, subject to a minimum payment of £1.5 million.

Virgin Retail Limited

        We had previously identified Virgin Retail Limited, an affiliate of Virgin Enterprises Limited, as a related party to us. We had agreements with Virgin Retail Limited in respect to sales of our communications services (such as internet, television, fixed line telephone and mobile telephone services), through the various Virgin Megastores outlets. On September 17, 2007, the Virgin Group sold its interest in Virgin Megastores and it therefore ceased to be a related party. As part of the agreement, Virgin Retail Limited passed through proceeds on sales of mobile handsets, vouchers and other stock items to us. We recognized revenues totaling £6.5 million and incurred expenses of £2.3 million in connection with this agreement during the period from January 1, 2007 to September 17, 2007.

Other Virgin Companies

        As a licensee of the "Virgin" brand name, we participate in mutually beneficial activities with other Virgin companies. These arrangements are in the ordinary course of business and believed to be on arm's length terms.

UKTV Joint Ventures

        Through our wholly owned subsidiary, Flextech Broadband Limited, we own a 50% equity investment in the UKTV joint venture companies. We have therefore identified the UKTV joint venture companies as related parties to us. We also carry the UKTV channels in our pay television packages available to our customers. As at December 31, 2009 and 2008, included in the balance sheet were amounts related to our share of net assets, loans receivable, redeemable preference shares, and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14—Related Party Transactions (Continued)

other payables and receivables in respect of the UKTV joint ventures totaling £359.9 million and £353.5 million, respectively.

        We pay UKTV for purchases of television programming rights and receive payments in respect of advertising and other business support services provided to UKTV. During the year ended December 31, 2009, 2008 and 2007, the net expense recognized in respect to these transactions through the consolidated statement of operations totaled £24.3 million, £22.1 million and £21.4 million, respectively. These amounts are settled on a net basis at regular intervals.

        During the years ended December 31, 2009, 2008 and 2007, we received cash payments from UKTV for loan principal payments, interest, dividends and consortium tax relief totaling £21.1 million, £46.7 million and £38.3 million, respectively.

Note 15—Commitments and Contingent Liabilities

        At December 31, 2009, we were committed to pay £816.6 million for equipment and services. This amount includes £311.4 million for operations and maintenance contracts and other commitments from January 1, 2011 to 2031. The aggregate amount of the fixed and determinable portions of these obligations for the succeeding five fiscal years and thereafter is as follows (in millions):

Year ending December 31:
2010	£	505.2
2011.		121.6
2012.		72.5
2013.		36.2
2014.		19.4
Thereafter		61.7
	£	816.6

        We are involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employee and employee benefits which arise in the ordinary course of our business. In accordance with the Contingencies Topic of the FASB ASC, we recognize a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We believe we have adequate provisions for any such matters. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Whilst litigation is inherently unpredictable, we believe that we have valid defenses with respect to legal matters pending against us. Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies, or because of the diversion of management's attention and the creation of significant expenses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15—Commitments and Contingent Liabilities (Continued)

        Our revenue generating activities are subject to Value Added Tax, or VAT. The U.K. tax authorities are seeking to challenge our VAT treatment of certain of these activities. As a result, we have estimated contingent losses totaling £27.9 million as of December 31, 2009 that are not accrued for, as we do not deem them to be probable of resulting in a liability. We continue to evaluate the likelihood of the contingent losses as additional information becomes available and, to the extent an accrual becomes necessary, it will be recognized in earnings in the period when such amount becomes probable. Any challenge made could be subject to court proceedings before any settlement would be required and therefore the timescale for resolution is not expected to occur within the next financial year.

        Our banks have provided guarantees in the form of performance bonds and stand by letters of credit on our behalf as part of our contractual obligations. The fair value of the guarantees has been calculated by reference to the monetary value for each performance bond. The amount of commitment expires over the following periods (in millions):

Year ending December 31:
2010	£	12.1
2011		0.9
2012		—
2013		—
2014		—
Thereafter		8.3
	£	21.3

Note 16—Industry Segments

        Our reporting segments are based on our method of internal reporting along with the criteria used by our chief executive officer, who is our chief operating decision maker (CODM), to evaluate segment performance, the availability of separate financial information and overall materiality considerations. In the first quarter of 2009, we changed our operating segments. While VMIH has operating segments, consisting of Consumer, Business and Content, which are consistent with Virgin Media's operating segments, financial information is only prepared and reviewed by the CODM at the consolidated level. As such, there are no separable reportable segments for VMIH.

        As a result of the business reorganization initiated in the last quarter of 2008, Virgin Media realigned its internal reporting structure and the related financial information used by management and the CODM. These have been revised to build a customer-focused organization able to respond effectively to rapid changes in the market, technology and consumer demands through three new customer-based segments: Consumer, Business and Content.

        Virgin Media's Consumer segment, part of which was previously included within its Cable segment, is its primary segment, consisting of the distribution of television programming, broadband and fixed line telephone services to consumers on the cable network and, to a lesser extent, off the cable network. The Consumer segment also includes Virgin Media's former Mobile segment consisting of its mobile telephony and broadband business.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 16—Industry Segments (Continued)

        Virgin Media's Business segment, which was previously part of its Cable segment, comprises its operations carried out through Virgin Media Business which provides a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K.

        Virgin Media operates its Content segment through Virgin Media TV, which supplies television programming to the U.K. pay-television broadcasting market.

        Segment contribution, which is operating income (loss) before network operating costs, corporate costs, depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, is management's measure of segment profit. Segment contribution excludes the impact of certain costs and expenses that are not directly attributable to the reporting segments, such as the costs of operating the network, corporate costs and depreciation and amortization. Restructuring and other charges, and goodwill and intangible asset impairments are excluded from segment contribution as management believes they are not characteristic of our underlying business operations. Assets are reviewed on a consolidated basis and are not allocated to segments for management reporting since the primary asset of the business is the cable network infrastructure, which is shared by Virgin Media's Consumer and Business segments.

        The 2008 and 2007 fiscal year amounts have been adjusted to conform to the current period presentation. The following segment information is based on the consolidated results of Virgin Media for the years ended December 31, 2009, 2008 and 2007 (in millions):

	Year ended December 31, 2009
	Consumer		Business		Content		Total
Revenue	£	3,083.1	£	580.8	£	140.5	£	3,804.4
Inter segment revenue		—		—		27.3		27.3
Segment contribution	£	1,841.9	£	339.7	£	11.8	£	2,193.4

	Year ended December 31, 2008
	Consumer		Business		Content			Total
Revenue	£	3,029.0	£	626.0	£	121.8		£	3,776.8
Inter segment revenue		—		0.4		25.7			26.1
Segment contribution	£	1,803.6	£	335.2	£	(4.6	)	£	2,134.2

	Year ended December 31, 2007
	Consumer		Business		Content		Total
Revenue	£	3,087.3	£	641.8	£	109.5	£	3,838.6
Inter segment revenue		—		0.4		24.4		24.8
Segment contribution	£	1,805.4	£	338.4	£	8.4	£	2,152.2

        Revenues in the table above include £106.1 million, £110.8 million and £114.3 million for the three years ended December 31, 2009, 2008 and 2007 respectively, related to companies that are not

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 16—Industry Segments (Continued)

consolidated in VMIH. The reconciliation of total segment contribution to our consolidated operating income (loss) is as follows (in millions):

		Year ended December 31,
		2009			2008			2007
Total segment contribution		£	2,193.4		£	2,134.2		£	2,152.2
	Other operating and corporate costs		832.7			832.5			871.8
	Restructuring and other charges		40.4			22.7			28.7
	Depreciation		930.5			902.8			922.3
	Amortization		243.1			285.8			301.0
	Goodwill and intangible asset impairment		4.7			362.2			—
	Operating loss of companies not consolidated in VMIH		(6.4	)		(8.1	)		(21.8	)
Consolidated operating income (loss)		£	148.4		£	(263.7	)	£	50.2

Note 17—Subsequent Events

        On January 19, 2010, our wholly owned subsidiary, Virgin Media Secured Finance PLC, issued approximately £1.5 billion equivalent aggregate principal amount of senior secured notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act. The notes were issued by Virgin Media Secured Finance PLC in two tranches: $1.0 billion of 6.5% senior secured notes due 2018 and £875 million of 7.0% senior secured notes due 2018, collectively referred to as the senior secured notes. The net proceeds from the issuance of the senior secured notes was used to prepay a portion of the outstanding loans under our senior credit facility, reducing the commitments of the lenders under our senior credit facilities to approximately £1.6 billion equivalent as of January 29, 2009.

        The notes rank pari passu with our senior credit facility and, subject to certain exceptions, share in the same guarantees and security as granted in favor of our senior credit facility.

F-113

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Virgin Media Investments Limited

        We have audited the accompanying balance sheet of Virgin Media Investments Limited as of December 31, 2009 and the related statement of shareholders' equity for the period December 18, 2009 (inception) to December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Virgin Media Investments Limited at December 31, 2009, and the results of its operations in the period from December 18, 2009 (inception) through December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
London, England
February 26, 2010

F-114

VIRGIN MEDIA INVESTMENTS LIMITED

BALANCE SHEET

(in pounds sterling, except share data)

		December 31, 2009
Assets
	Due from Virgin Media Investment Holdings Limited	£	2
Total assets		£	2
Shareholder's Equity
	Common stock—£1 par value, issued and outstanding 2 ordinary shares	£	2
Total shareholder's equity		£	2

F-115

VIRGIN MEDIA INVESTMENTS LIMITED

STATEMENT OF SHAREHOLDERS' EQUITY

(in pounds sterling)

	Common Stock £1 Par Value		Additional Paid-in Capital		Total
Balance, December 18 , 2009 (inception)	£	—	£	—	£	—
Issuance of common stock		2		—		2
Balance, December 31, 2009	£	2	£	—	£	2

F-116

VIRGIN MEDIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

Note 1—Organization and Business

        Virgin Media Investments Limited, or VMIL, is a wholly owned subsidiary of Virgin Media Investment Holdings Limited, or VMIH, and an indirect wholly owned subsidiary of Virgin Media Inc., or Virgin Media. VMIL was organized under English law on December 18, 2009 (inception) as a holding company. The initially invested common stock of £2 was settled as part of the consideration received from VMIH on January 1, 2010. VMIL had no operations or cash flows for the period from December 18, 2009, through December 31, 2009. Under the terms of the indentures governing Virgin Media's senior notes, VMIL was required to grant a conditional guarantee that is identical to the conditional guarantee granted by VMIH. As a result, VMIL must file financial statements pursuant to Rule 3-10(a)(1).

Note 2—Significant Accounting Policies

Basis of Presentation

        The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. We have evaluated subsequent events through the date the financial statements were available to be issued on February 26, 2010.

Amounts Due from Parent Company

        The note receivable due from VMIH, the parent company, is reflected within total assets due and was subsequently settled as part of the consideration received from VMIH on January 1, 2010.

Note 3—Subsequent Events

        On January 1, 2010, VMIL acquired VMIH's shareholdings in its wholly owned subsidiaries other than Virgin Media Secured Finance PLC which remains a subsidiary of VMIH. VMIL issued 1,000,141 shares to VMIH as part of this internal structuring with a second issuance of shares from VMIL to VMIH due to occur upon the filing of the 2009 audited financial statements of VMIH with the appropriate authorities in England and Wales. Upon completion of this internal restructuring, VMIL attained 100% voting interests in the operating subsidiaries previously owned by its parent company, VMIH. The internal restructuring has been executed in accordance with the guidance permissible for reorganizations between wholly owned subsidiaries such that the historic values of all assets and liabilities acquired have been carried over with no new purchase accounting considered.

F-117

VIRGIN MEDIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Note 3—Subsequent Events (Continued)

        The following table presents the pro forma condensed consolidated balance sheet as if the group reorganization had occurred on December 31, 2009.

		December 31, 2009
		(in millions)
Assets
	Current assets	£	722.1
	Fixed assets, net		4,925.3
	Goodwill and other indefinite-lived assets		2,081.0
	Other assets, net		1,013.5
	Due from group companies		1,080.7
	Total assets	£	9,822.6
Liabilities and shareholders' equity
	Current liabilities	£	1,443.4
	Long term debt, net of current portion		1,440.5
	Long term debt due to group companies		5,120.0
	Other liabilities		370.5
	Total liabilities		8,374.4
	Shareholders' equity		1,448.2
	Total liabilities and shareholders' equity	£	9,822.6

Note 4—Recent Accounting Pronouncements

        Subsequent to the reorganization discussed in note 3, our consolidated financial results are impacted by recent accounting guidance issued by the Financial Accounting Standards Board, or FASB, as discussed in the following paragraphs.

        In June 2009, the FASB issued guidance relating to the FASB Accounting Standards Codification, or ASC. Effective for interim or annual financial periods ending after September 15, 2009, the ASC became the single official source of authoritative U.S. GAAP (other than guidance issued by the SEC), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force (EITF), and related literature. After September 15, 2009, only one level of authoritative U.S. GAAP exists. All other literature is considered non-authoritative. The ASC does not change U.S. GAAP; instead, it introduces a new structure that is organized in an easily accessible, user-friendly online research system. We have adopted the disclosure requirements of this guidance.

        In December 2007, the FASB issued new accounting guidance for business combinations. This guidance requires the acquiring entity in a business combination to prospectively recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. Further, regardless of the business combination date, any subsequent changes to acquired uncertain tax positions and valuation

F-118

VIRGIN MEDIA INVESTMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Note 4—Recent Accounting Pronouncements (Continued)

allowances associated with acquired deferred tax assets will no longer be applied to goodwill but will be recognized as an adjustment to income tax expense. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this guidance will not have a material impact on our consolidated financial statements.

        In December 2007, the FASB issued new accounting guidance for noncontrolling interests in subsidiaries. This guidance establishes requirements for ownership interests in subsidiaries held by parties other than ourselves (sometimes called "minority interests") to be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent's equity. All changes in the parent's ownership interests are required to be accounted for consistently as equity transactions and any non controlling equity investments in unconsolidated subsidiaries must be measured initially at fair value. This guidance is effective, on a prospective basis, for fiscal years beginning after December 15, 2008; however, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. The account balances recorded in our consolidated financial statements relating to noncontrolling interests are immaterial and therefore, the disclosure requirements have not been applied as permitted by the provisions of the guidance.

        In December 2008, the FASB issued new accounting guidance which expands the disclosure requirements related to plan assets of a defined benefit pension or other postretirement plan. The guidance requires that employers disclose information about fair value measurements of plan assets similar to the disclosures required by the Fair Value Measurements and Disclosures Topic of the ASC. The new guidance is a response to users' concerns about the lack of transparency surrounding the types of assets and associated risks in an employer's defined benefit pension or other postretirement plan and events in the economy and markets that could have a significant effect on the value of plan assets. The guidance is effective for fiscal years ending after December 15, 2009. We have adopted the disclosure requirements of this guidance.

        In April 2009, the FASB issued new accounting guidance for disclosures about the fair value of financial instruments in interim reporting periods. Such disclosures were previously required only in annual financial statements. This guidance is effective for financial statements issued for all periods ending after June 15, 2009. We have adopted the disclosure requirements of this guidance.

        In May 2009, the FASB issued new accounting guidance for the disclosure of subsequent events, effective for financial statements issued for all periods ending after June 15, 2009. The guidance establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We have adopted the disclosure requirements of this guidance.

        In September 2009, the FASB ratified new accounting guidance for existing multiple-element revenue arrangements. The revised multiple-element revenue arrangements guidance will be effective for the first annual reporting period beginning on or after June 15, 2010 and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. We have not yet adopted the provisions of this guidance and are evaluating the impact on our consolidated financial statements.

F-119

SIGNATURES

        Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VIRGIN MEDIA INC
Date: February 26, 2010	By:	/s/ NEIL A. BERKETT Neil A. Berkett Chief Executive Officer
Date: February 26, 2010	By:	/s/ EAMONN O'HARE Eamonn O'Hare Chief Financial Officer
	VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
Date: February 26, 2010	By:	/s/ NEIL A. BERKETT Neil A. Berkett Chief Executive Officer
Date: February 26, 2010	By:	/s/ EAMONN O'HARE Eamonn O'Hare Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

VIRGIN MEDIA INC

Name		Title	Date
By:	/s/ NEIL A. BERKETT Neil A. Berkett	Chief Executive Officer and Director (principal executive officer)	February 26, 2010
By:	/s/ EAMONN O'HARE Eamonn O'Hare	Chief Financial Officer (principal financial officer)	February 26, 2010
By:	/s/ ROBERT C. GALE Robert C. Gale	Vice President—Controller (principal accounting officer)	February 26, 2010
By:	/s/ CHARLES ALLEN Charles Allen	Director	February 26, 2010
By:	/s/ JEFFREY D. BENJAMIN Jeffrey D. Benjamin	Director	February 26, 2010
By:	/s/ JAMES A. CHIDDIX James A. Chiddix	Director	February 26, 2010
By:	/s/ ANDREW COLE Andrew Cole	Director	February 26, 2010
By:	/s/ WILLIAM R. HUFF William R. Huff	Director	February 26, 2010
By:	/s/ GORDON D. MCCALLUM Gordon D. McCallum	Director	February 26, 2010
By:	/s/ JAMES F. MOONEY James F. Mooney	Director	February 26, 2010
By:	/s/ JOHN RIGSBY John Rigsby	Director	February 26, 2010
By:	/s/ STEVEN J. SIMMONS Steven J. Simmons	Director	February 26, 2010
By:	/s/ GEORGE R. ZOFFINGER George R. Zoffinger	Director	February 26, 2010

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

Name		Title	Date
By:	/s/ NEIL A. BERKETT Neil A. Berkett	Chief Executive Officer (principal executive officer)	February 26, 2010
By:	/s/ EAMONN O'HARE Eamonn O'Hare	Chief Financial Officer (principal accounting and financial officer)	February 26, 2010
By:	/s/ ROBERT C. GALE Robert C. Gale	Director	February 26, 2010
By:	/s/ ROBERT M. MACKENZIE Robert M. Mackenzie	Director	February 26, 2010

EXHIBIT INDEX

Exhibit No.
	2.1		Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005, among NTL Incorporated, Telewest Global, Inc., Neptune Bridge Borrower LLC and Merger Sub Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on December 20, 2005).
	2.2		Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated as of January 30, 2006, among NTL Incorporated, Telewest Global, Inc., Neptune Bridge Borrower LLC and Merger Sub Inc. (Incorporated by reference to Exhibit 2.2. to Amendment No. 1 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 30, 2006).
	2.3		Second Amended Joint Reorganization Plan of NTL Incorporated and Certain Subsidiaries, dated July 15, 2002 (as subsequently modified) (Incorporated by reference to Exhibit 2.8 to the Registration Statement on Form S-1 of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on February 12, 2003).
	3.1		Second Restated Articles of Incorporation of Virgin Media Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007).
	3.2		Restated by-laws of Virgin Media Inc. (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007).
	3.3	*	Memorandum and Articles of Association of Virgin Media Investment Holdings Limited.
	4.1	*	High Yield Intercreditor Deed, dated April 13, 2004, as amended and restated on December 30, 2009, among Virgin Media Finance PLC as Issuer, Virgin Media Investment Holdings Limited as Borrower and as High Yield Guarantor, Deutsche Bank AG, London Branch as Facility Agent and Bank Group Security Trustee, The Bank of New York as High Yield Trustee, the Senior Lenders named therein, the Intergroup Debtor named therein and the Intergroup Creditor named therein.
	4.2		Group Intercreditor Deed, dated March 3, 2006, as amended and restated on October 30, 2009, between, among others, Deutsche Bank AG, London Branch as Facility Agent and Security Trustee and the Seniors Lenders, the Intergroup Debtors and the Intergroup Creditors named therein (excluding schedules) (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 2, 2009).
	4.3		Barclays Intercreditor Agreement, dated March 3, 2006, between, among others, Yorkshire Cable Communications Limited, Sheffield Cable Communications Limited, Yorkshire Cable Properties Limited, Cable London Limited, Barclays Bank PLC and Deutsche Bank AG, London Branch as Security Trustee. (Incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007).
	4.4		Equity Registration Rights Agreement, dated as of January 10, 2003, by and among NTL Incorporated and the stockholders listed on the signature pages thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on January 10, 2003).
	4.5		Registration Rights Agreement, dated as of September 26, 2003, between NTL Incorporated and W.R. Huff Asset Management Co., L.L.C. (Incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on September 26, 2003).

Exhibit No.
	4.6		Registration Rights Agreement, dated June 24, 2004, among Telewest Global, Inc., and Holders listed on the Signature pages thereto (Incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 30, 2006).
	4.7		Rights Agreement, dated March 25, 2004, between Telewest Global, Inc. and The Bank of New York, as Rights Agent (Incorporated by reference to Exhibit 4.36 to Amendment No. 2 to the Registration Statement on Form S-4 of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 30, 2004).
	4.8		Amendment No. 1, dated as of October 2, 2005, to the Rights Agreement, dated as of March 25, 2004, among Telewest Global, Inc. and The Bank of New York, as Rights Agent (Incorporated by reference to Amendment No. 1 to the Registration Statement on Form 8-A of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 3, 2005).
	4.9		Amendment No. 2, dated as of March 3, 2006, to the Rights Agreement between Telewest Global, Inc. and The Bank of New York, as Rights Agent (Incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Registration Statement on Form 8-A of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 6, 2006).
	4.10		Series A Warrant Agreement, dated as of January 10, 2003, by and between NTL Incorporated and Continental Stock Transfer & Trust Company, as Warrant Agent (Incorporated by reference to Exhibit 3 to the Registration Statement on Form 8-A of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on January 10, 2003).
	4.11		First Supplemental Warrant Agreement, dated as of March 3, 2006, among NTL Incorporated, NTL Holdings Inc., Bank of New York, as successor Warrant Agent, and Continental Stock and Trust Company, amending the Warrant Agreement, dated as of January 10, 2003, by and between NTL Incorporated and Continental Stock Transfer and Trust Company, as Warrant Agent (Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 6, 2006).
	4.12		Second Supplemental Warrant Agreement, dated as of December 11, 2007, by and between Virgin Media Inc. and The Bank of New York as Warrant Agent (Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	4.13		Indenture, dated as of April 13, 2004, by and among NTL Cable PLC, the Guarantors listed on the signature pages thereto and the Bank of New York, as Trustee (Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on April 20, 2004).
	4.14		First Supplemental Indenture, dated as of October 5, 2006, among NTL Cable PLC, the Guarantors (as defined in the Indenture), and The Bank of New York as trustee, to the Indenture dated as of April 13, 2004, (Incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 9, 2006).
	4.15		Second Supplemental Indenture, dated as of October 30, 2006, among NTL Cable PLC, the Guarantors (as defined in the Indenture), and The Bank of New York as trustee, to the Indenture dated as of April 13, 2004 (Incorporated by reference to Exhibit 4.3 the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 9, 2006).
	4.16	*	Third Supplemental Indenture, dated as of December 30, 2009, among Virgin Media Finance PLC, the Guarantors (as defined in the Indenture), Virgin Media Investments Limited, and The Bank of New York Mellon as trustee, to the Indenture dated as of April 13, 2004.

Exhibit No.
	4.17		Senior Guarantee, dated as of October 30, 2006, among NTL Holdings Inc., NTL (UK) Group, Inc., NTL Communications Limited, NTL Incorporated, NTL, Telewest LLC and The Bank of New York as trustee (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 30, 2006).
	4.18		Indenture, dated as of July 25, 2006, among NTL Cable PLC, NTL Incorporated, the Intermediate Guarantors (as defined in the Indenture), NTL Investment Holdings Limited, The Bank of New York as trustee and paying agent and The Bank of New York as trustee and paying agent and The Bank of New York (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 26, 2006).
	4.19	*	First Supplemental Indenture, dated as of December 30, 2009, among Virgin Media Finance PLC, the Guarantors (as defined in the Indenture), Virgin Media Investments Limited, and The Bank of New York Mellon as trustee, to the Indenture dated as of July 25, 2006.
	4.20		Indenture for 6.50% Convertible Senior Notes due 2016, dated as of April 16, 2008, between Virgin Media Inc. and The Bank of New York, as trustee (including form of 6.50% Convertible Senior Note due 2016) (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 16, 2008).
	4.21		Registration Rights Agreement for 6.50% Convertible Senior Notes due 2016, dated as of April 16, 2008, between Virgin Media Inc. and Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 16, 2008).
	4.22		Indenture, dated as of June 3, 2009, among Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 3, 2009).
	4.23	*	First Supplemental Indenture, dated as of December 30, 2009, among Virgin Media Finance PLC, the Guarantors (as defined in the Indenture), Virgin Media Investments Limited, and The Bank of New York Mellon as trustee, to the Indenture dated as of June 3, 2009.
	4.24		Indenture, dated as of November 9, 2009, among Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 9, 2009).
	4.25	*	First Supplemental Indenture, dated as of December 30, 2009, among Virgin Media Finance PLC, the Guarantors (as defined in the Indenture), Virgin Media Investments Limited, and The Bank of New York Mellon as trustee, to the Indenture dated as of November 9, 2009.
	4.26		Indenture, dated as of January 19, 2010, among Virgin Media Secured Finance PLC, the guarantors party thereto, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 20, 2010).

Exhibit No.
	4.27	Registration Rights Agreement, dated as of January 19, 2010, among Virgin Media Secured Finance PLC, Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Investment Holdings Limited and the initial purchasers party thereto (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 20, 2010).
	10.1	Senior Facilities Agreement, dated March 3, 2006, as amended and restated on May 22, 2006, July 10, 2006, August 10, 2006, April 4, 2007, May 15, 2008, November 10, 2008 and October 30, 2009 between, among others, Virgin Media Inc., certain of its subsidiaries (as Borrowers and/or Guarantors) and Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs International (as Bookrunners and Mandated Lead Arrangers) (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 2, 2009).
	10.2	Amended and Restated Virgin Media 2004 Stock Incentive Plan (Incorporated by reference to Appendix A to the Proxy Statement of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on April 8, 2004).
	10.3	Form of Non Qualified Stock Option Notice used for grants made by Virgin Media Holdings Inc. under the Amended and Restated Virgin Media 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.4	Form of Incentive Stock Option Notice used for grants made by Virgin Media Holdings Inc. under the Amended and Restated Virgin Media 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.5	Virgin Media Inc. 2004 Stock Incentive Plan, formerly known as the Telewest Global, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 9, 2004).
	10.6	Form of Telewest Global, Inc.'s Non Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of Virgin Media Inc. for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on March 22, 2005).
	10.7	Form of Amendment to Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 6, 2005).
	10.8	Form of Amendment to Nonqualified Stock Option Agreement, dated as of December 19, 2005 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission December 21, 2005).
	10.9	Virgin Media Inc. 2006 Stock Incentive Plan, as amended (Incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006).
	10.10	Schedule to the Virgin Media Inc. 2006 Stock Incentive Plan relating to the Company Share Option Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).

Exhibit No.
	10.11		Form of Non-Qualified Stock Option Notice for UK employees used for grants made under Virgin Media Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007).
	10.12		Form of Non-Qualified Stock Option Notice for non-executive directors used for grants made under Virgin Media Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007).
	10.13		Form of Incentive Stock Option Notice used for grants made under Virgin Media Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007).
	10.14	*	Description of the 2007-2009 Virgin Media Inc. Long Term Incentive Plan.
	10.15		Form of Restricted Stock Unit Agreement used for grants by Virgin Media Inc. to its executive officers pursuant to the 2007-2009 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 1, 2007).
	10.16		Description of the 2008-2010 Virgin Media Inc. Long Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 8, 2008).
	10.17		Form of Restricted Stock Unit Agreement used for grants by Virgin Media Inc. to its executive officers pursuant to the 2008-2010 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 17, 2008).
	10.18	*	Description of the 2009-2011 Virgin Media Inc. Long Term Incentive Plan.
	10.19		Form of Restricted Stock Unit Agreement used for grants by Virgin Media Inc. to its executive officers pursuant to the 2009-2011 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 16, 2009).
	10.20		Form of Non-qualified Stock Option Notice used for grants by Virgin Media Inc. to its executive officers pursuant to the 2009-2011 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 16, 2009).
	10.21		Form of Incentive Stock Option Notice used for grants by Virgin Media Inc. to its executive officers pursuant to the 2009-2011 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 16, 2009).
	10.22		Form of Amended Non-Qualified Stock Option Notice relating to the 2009-2011 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 7, 2009).
	10.23	*	Description of the 2010-2012 Virgin Media Inc. Long Term Incentive Plan.
	10.24		Form of Restricted Stock Unit Agreement used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).

Exhibit No.
	10.25		Form of Non-qualified Stock Option Notice used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).
	10.26		Form of Incentive Stock Option Notice used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).
	10.27		Form of CSOP Option Certificate used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).
	10.28		Description of Change in Treatment of Employer National Insurance with Respect to Stock Option Awards (Incorporated by reference to Exhibit 10.16 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on October 29, 2009).
	10.29		Description of the Virgin Media Inc. 2009 Bonus Scheme (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 6, 2009).
	10.30	*	Description of the Virgin Media Inc. 2010 Bonus Scheme.
	10.31		Virgin Media Sharesave Plan (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 6, 2009).
	10.32		Virgin Media Inc. Deferred Compensation Plan for Directors dated December 11, 2008 (Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2009).
	10.33		Second Amended and Restated Employment Agreement, dated as of July 3, 2009, between Virgin Media Inc. and James F. Mooney (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 7, 2009).
	10.34		Restricted Stock Agreement, dated as of May 6, 2004, between NTL Incorporated and James F. Mooney (Incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on March 16, 2005).
	10.35		Incentive Stock Option Notice from Virgin Media Holdings Inc. to James F. Mooney, dated as of March 28, 2003 (Incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.36		Incentive Stock Option Notice from Virgin Media Holdings Inc. to James F. Mooney, dated as of March 28, 2003 (Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.37		Restricted Stock Agreement, dated as of April 30, 2008, between Virgin Media Inc. and James F. Mooney (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 8, 2008).
	10.38		Restricted Stock Agreement, dated as of July 3, 2009, between Virgin Media Inc. and James F. Mooney (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 7, 2009).

Exhibit No.
	10.39		Service Agreement, dated as of July 3, 2009, between Virgin Media Limited and Neil Berkett (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 7, 2009).
	10.40		Restricted Stock Agreement, dated as of March 16, 2006, between NTL Incorporated and Neil A. Berkett (Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006).
	10.41		Restricted Stock Agreement, dated as of July 3, 2009, between Virgin Media Inc. and Neil Berkett (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on July 7, 2009).
	10.42		Employment Agreement, dated as of December 18, 2008, between Virgin Media Inc. and Jerry V. Elliott (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on December 19, 2008).
	10.43		Service Agreement, dated as of September 16, 2009, between Virgin Media Limited and Eamonn O'Hare (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on September 18, 2009).
	10.44		Non-Qualified Stock Option Notice, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O'Hare (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on September 18, 2009).
	10.45		Restricted Stock Agreement, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O'Hare (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on September 18, 2009).
	10.46		Restricted Stock Agreement, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O'Hare (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on September 18, 2009).
	10.47		Service Agreement, dated as of July 10, 2009, between Virgin Media Limited and Andrew Barron (Incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 7, 2009).
	10.48	*	Amendment Letter, dated as of January 4, 2010, relating to the Service Agreement, dated as of July 10, 2009, between Virgin Media Limited and Andrew Barron.
	10.49	*	Restricted Stock Agreement, dated as of November 2, 2009, between Virgin Media Inc. and Andrew M. Barron.
	10.50		Employment Agreement, dated as of September 18, 2007, between Virgin Media Inc. and Mark Schweitzer (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007).
	10.51		Amendment Letter, dated November 28, 2008, relating to the Employment Agreement, dated as of September 18, 2007, between Virgin Media Inc. and Mark Schweitzer (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2009).
	10.52		Amendment Agreement, dated July 31, 2009, relating to the Employment Agreement dated as of September 18, 2007, between Virgin Media Inc. and Mark Schweitzer (Incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 7, 2009).

Exhibit No.
	10.53	*	Amendment Letter, dated December 10, 2009, relating to the Employment Agreement, dated as of September 18, 2007, between Virgin Media Inc. and Mark Schweitzer.
	10.54	*	Amendment Letter, dated February 4, 2010, relating to the Employment Agreement, dated as of September 18, 2007, between Virgin Media Inc. and Mark Schweitzer.
	10.55		Form of Supplemental Incentive Stock Option Notice for Mark Schweitzer (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 1, 2010).
	10.56	*	Service Agreement, dated as of July 31, 2009, between Virgin Media Limited and Paul Buttery.
	10.57	*	Amendment Letter, dated as of January 4, 2010, relating to the Service Agreement, dated as of July 31, 2009, between Virgin Media Limited and Paul Buttery.
	10.58		Third Amended and Restated Employment Agreement, dated as of September 15, 2009, between Virgin Media Inc. and Bryan H. Hall (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on September 18, 2009).
	10.59		Incentive Stock Option Notice, dated as of September 15, 2009, between Virgin Media Inc. and Bryan H. Hall (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on September 18, 2009).
	10.60		Form of Restricted Stock Unit Agreement (to be used for Robert Gale and Bryan H. Hall) (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on May 4, 2005).
	10.61		Restricted Stock Agreement, dated as of December 8, 2006, between NTL Incorporated and Bryan H. Hall (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on December 14, 2006).
	10.62		Form of Incentive Stock Option Notice (to be used for Bryan H. Hall) (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Holdings Inc. as filed with the Securities and Exchange Commission on May 4, 2005).
	10.63		Service Agreement, dated as of July 31, 2009, between Virgin Media Limited and Robert Gale (Incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 7, 2009).
	10.64		Restricted Stock Agreement, dated as of May 6, 2004, between Virgin Media Inc. and Robert Gale (Incorporated by reference to Exhibit 10.47 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.65		Service Agreement, dated as of February 27, 2008, between Virgin Media Limited and Howard Watson (Incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.66		Restricted Stock Agreement, dated as of September 11, 2006, between Virgin Media Inc. and Howard Watson (Incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.67		Letter Agreement, dated as of April 14, 2009, between Virgin Media Limited and Howard Watson (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 6, 2009).

Exhibit No.
	10.68		Employment Agreement, dated as of January 31, 2006, between Malcolm Wall and Telewest Communications Group Limited (Incorporated by reference to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 7, 2006).
	10.69		Letter Agreement, dated as of January 12, 2009, between Telewest Communications Group Limited and Malcolm Wall (Incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2009).
	10.70		Letter Agreement, dated as of February 26, 2009, between Telewest Communications Group Limited and Malcolm Wall (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on May 6, 2009).
	10.71		Restricted Stock Agreement, dated as of May 26, 2006, between NTL Incorporated and Malcolm Wall (Incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006).
	10.72		Employment Agreement, dated as of December 18, 2007, between Virgin Media Inc. and Charles K. Gallagher (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 4, 2008).
	10.73		Extension Agreement, dated as of June 3, 2008, between Virgin Media Inc. and Charles K. Gallagher (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on June 4, 2008).
	10.74		Extension Agreement, dated as of December 19, 2008, between Virgin Media Inc. and Charles K. Gallagher (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on December 19, 2008).
	10.75		Letter Agreement, dated December 21, 2007, between Charles K. Gallagher and Virgin Media Inc. (Incorporated by reference to Exhibit 10.49 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.76		Letter Agreement between Edwin Banks and Virgin Media Inc., dated December 21, 2007 (Incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	10.77	*	Consulting Agreement, dated as of the December 8, 2009, between Virgin Media Inc. and James Chiddix.
	10.78		Form of Indemnity Agreement entered into with Directors and Executive Officers, as supplemented by Form of Amendment No. 1A and Form of Amendment 1B (Incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007).
	10.79		Investment Agreement, dated as of April 13, 2006, between NTL Incorporated and Virgin Entertainment Investment Holdings Limited (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006).
	10.80		Trade Mark Licence, dated as of April 3, 2006, between Virgin Enterprises Limited and NTL Group Limited (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006).

Exhibit No.
	10.81		Amendment Letter No. 1, effective February 8, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 8, 2007).
	10.82		Amendment Letter No. 2, dated as of October 1, 2007, to the Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated April 3, 2006 (Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on November 8, 2007).
	10.83	*	Trade Mark Licence between Virgin Enterprises Limited and Virgin Media Limited dated December 16, 2009.
	10.84		Letter Agreement, dated as of April 3, 2006, between NTL Incorporated and Virgin Enterprises Limited relating to Virgin Enterprises Limited's right to propose a candidate to serve on the NTL Incorporated board of directors (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Virgin Media Inc. as filed with the Securities and Exchange Commission on August 9, 2006).
	12.1	*	Computation of Ratio of Earnings to Fixed Charges.
	14.1		Code of Ethics for the registrant and the additional registrant (Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 29, 2008).
	21.1	*	List of subsidiaries of the registrant.
	23.1	*	Consent of Ernst & Young LLP for Virgin Media Inc.
	23.2	*	Consent of Ernst & Young LLP for Virgin Media Investment Holdings Limited.
	23.3	*	Consent of Ernst & Young LLP for Virgin Media Investments Limited.
	31.1	*	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
	31.2	*	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
	32.1	*	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Filed herewith.

EX-3.3

Exhibit 3.3

COMPANY NUMBER: 3173552

THE COMPANIES ACT 1985

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

(Amended by Special Resolution passed on 31 January 2007)

-and-

ARTICLES OF ASSOCIATION

(Amended by Special Resolution passed on 7 January 2010)

-of-

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

(formerly known as ntl Investment Holdings Limited)

THE COMPANIES ACT 1985

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

(Amended by Special Resolution passed on 31 January 2007)

-of-

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

(formerly known as ntl Investment Holdings Limited)

1.	The name of the Company is “Virgin Media Investment Holdings Limited”. (1)
2.	The registered office of the Company is to be situated in England and Wales.
3.	The Company’s objects are:
(a)	(i)	To carry on all or any of the businesses of running (whether under licence or otherwise), operating, managing and supplying telecommunication systems and systems of all kinds for the conveyance by any means of sounds, visual images and signals of all kinds.
	(ii)	To carry on all or any of the businesses of supplying, operating, managing and dealing in services and facilities for communications of all kinds (including, without prejudice to the generality of the foregoing, telecommunication and broadcasting services) and services and facilities which incorporate, use, or are used in conjunction with, in connection with or ancillary to, telecommunication or broadcasting systems or telecommunication or broadcasting apparatus and equipment.
	(iii)	To carry on all or any of the businesses of running, operating, managing and supplying data processing and information retrieval systems (whether or not remotely located and including but not limited to videotex, teletex and teletext systems) and systems utilising the capture, storage, processing, transmission or receipt of messages and signals (including but not limited to data, sounds and visual images) by, with the aid of, in conjunction with, or in any way utilising, computers or similar equipment, and computer programs and databases and to carry on the businesses of operating, managing, supplying and dealing in services and facilities of all kinds which incorporate, use or are used in conjunction with, in connection with or ancillary to, systems of such descriptions as aforesaid or any of the apparatus and equipment comprised therein.

(1)By Special Resolution dated 31 January 2007, the name of the Company was changed from ntl Investment Holdings Limited to Virgin Media Investment Holdings Limited.

(iv)To invent, design, develop, construct, manufacture, produce, erect, assemble, test, import, export, alter, install, maintain, repair, renovate, refurbish, recondition, utilise, operate, manage, acquire, sell, hire, hire out, supply and otherwise deal in plant, equipment and apparatus for the purposes of communications of all kinds (including, without prejudice to the generality of the foregoing, plant, equipment and apparatus which is intended for, or capable of, or designed for use in, with, in connection with, in conjunction with, connected (directly or indirectly) to, or ancillary to, all, part of parts of telecommunication, broadcasting, data processing, information storage or retrieval or process control systems, services, facilities, apparatus, plant and equipment as the case may be), and anything capable of being used for or in connection with or ancillary to such plant, equipment and apparatus as aforesaid.

(v)To provide remotely located office services and systems (including without prejudice to the generality of the foregoing telephone answering, calling and related services and computer bureaux) and remotely located services and systems for the control of machinery utilising telecommunication or data processing facilities, to act as business and office managers, secretaries, messengers, telephone operators, commercial agents, mail order bureaux, market researchers and to provide services in connection with the reception, processing and forwarding of signals and information by telephone, telemessage, telegram, telex, letter, wireless telegraphy and (without limitation) any other means of communication and the processing, ordering and payment for and despatch and delivery of goods, articles and services of all kinds by any means whatsoever.

(vi)To accept, design, display, publish, broadcast, transmit, distribute or reproduce in any form whatsoever advertisements and publicity and promotional material of the Company and of other persons; to acquire, dispose of and use advertising time and space in any media; to develop, produce and undertake advertising, publicity and promotional campaigns and competitions for itself and other persons; to undertake, promote and sponsor any product, service, event, individual or publication which in the opinion of the Company will promote, advance or publicise any activity of the Company; and generally to carry on the business of advertising, public relations and publicity consultants and agents.

(vii)To establish, acquire, operate, manage, supply, sell, hire, hire out, maintain and otherwise deal in facilities, plant, apparatus and equipment (including but not limited to radio and television stations and studios) used or designed for use for the purposes of receiving and broadcasting or otherwise transmitting (by wireless telegraphy, closed circuits, cables or otherwise) and of making, producing, recording, replaying or reproducing programmes and cinematographic films for radio and television and for any other means of communication or reproduction, and to make, produce, record, buy, sell, hire, hire out, distribute and otherwise deal in cinematographic and television films, programmes for radio, television and all other means of communication, sound and visual recordings and other products of all kinds (whether pre-recorded or not) for recording in permanent or semi-permanent form, and replaying or reproducing sounds, images and signals of all kinds.

(viii)To purchase or otherwise acquire, construct, maintain and deal with land, submarine and earth satellite transmitters, receivers and dishes (including all other electrical, electronic or other apparatus for transmitting messages or information by any means), and also lands, works, buildings and apparatus in any part of the world or in space; to acquire, carry on, and deal with the undertakings, works, lands, property, and business of other companies and persons engaged in manufacturing, constructing, and laying down telephone lines, cables, instruments, machinery, wire, and other materials and things used for or in connection with the transmission of communications and information; to erect aerials and transmission and receiving equipment; to make and carry into effect working, traffic and other agreements with governments, local authorities, transport authorities and companies, shipping companies, telephone, television and cable companies and other organisations.

(ix)To carry on all or any of the businesses of general merchants and traders, manufacturers, assemblers, distributors, importers, exporters, merchants, factors and shippers of, wholesale and retail dealers in and suppliers, operators, managers and dealers in services and facilities in connection with, goods, wares, produce, products, commodities, fancy goods, handicrafts and merchandise of every description, to act as agents for and to enter into agreements and arrangements of all kinds on behalf of such persons, firms or companies as may be thought expedient, and to negotiate, assign and mortgage or pledge for cash or otherwise, any such agreements and the payments due thereunder and any property the subject thereof, to carry on all or any of the businesses of mail order specialists, credit and discount traders, cash and carry traders, manufacturers’ agents, commission and general agents, brokers, factors, warehousemen and agents in respect of raw and manufactured goods, of all kinds, and general railway, shipping and forwarding agents and transport contractors, to create, establish, build up and maintain an organisation for the marketing, selling, retailing, servicing, advertisement, distribution or introduction of the products, merchandise, goods, wares and commodities dealt in or services rendered by any persons, firms or companies and to participate in, undertake, perform and carry out all kinds of commercial, trading and financial operations and all or any of the operations ordinarily performed by import, export and general merchants, factors, shippers, agents, traders, distributors, service providers, capitalists and financiers, either on the Company’s own account or otherwise; and to open and establish shops, stalls, stores, markets and depots for the sale, collection and distribution of the goods dealt in or services provided by the Company.

(x)To carry on the business of a holding company and the business of an investment company and to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of a holding company or the business of an investment company or both and in particular but without limiting the generality of the foregoing to acquire by purchase, lease, concession, grant, licence or otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares, debentures, debenture stock, bonds, notes, obligations, securities, reversionary interests, annuities, policies of assurance and other property and rights and interests in property as the Company shall deem fit and generally to hold, manage, develop, lease, sell or dispose of the same; and to vary any of the investments of the Company, to act as trustees of any deeds constituting or securing any debentures, debenture stock or other securities or obligations; to enter into, assist, or participate in financial, commercial, mercantile, industrial and other transactions, undertakings and businesses of every description and to establish, carry on, develop and extend the same or sell, dispose of or otherwise turn the same to account and to co-ordinate the policy and administration of any companies of which the Company is a member or which are in any manner controlled by or connected with the Company and to carry on all or any of the businesses of trustees, financiers, financial agents, company promoters, bill discounters, insurance brokers and agents, mortgage brokers, rent and debt collectors, stock and share brokers and dealers and commission and general agents, merchants and traders; and to manufacture, buy, sell, take on lease or in exchange, hire, maintain, repair and deal in plant, machinery, tools, articles and things of all kinds capable of being used for the purposes of the above-mentioned businesses or any of them, or likely to be required by customers of or persons having dealings with the Company.

(b)To carry on any other business or activity of any nature whatsoever which is in the opinion of the directors capable of being advantageously carried on in connection with or ancillary to any business of the Company hereinbefore or hereinafter authorised.

(c)To apply for, register, license, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere any patents, patent rights, brevets d’invention, licences, secret processes, trade marks, design rights, protections, rights of production or presentation, concessions and the like and to use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.

(d)To acquire, undertake and carry on the whole or any part of the business, goodwill, property and assets of any person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is for the time being authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company.

(e)To acquire an interest in, amalgamate with, enter into partnership with or enter into any arrangement for sharing profits, for co-operation, for joint venture, for mutual assistance or otherwise with any person, firm or company.

(f)To purchase or otherwise acquire any property, real or personal, and any interests, rights, options or privileges of any kind whatsoever in, over or in respect of any such property.

(g)To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

(h)To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.

(i)To lend, advance or deposit money or give credit on any terms with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any subsidiary undertaking or parent undertaking of the Company or any other subsidiary undertaking of any such parent undertaking).

(j)To enter into any guarantee, bond, indemnity or counter-indemnity and otherwise give security or become responsible for the performance of any obligations or the discharge of any liabilities of or by any person, firm or company in any manner on any terms and for any purposes whatsoever, whether with or without the Company receiving any consideration or advantage and whether or not in furtherance of the attainment of any other objects of the Company and in particular (without prejudice to the generality of the foregoing) to guarantee, support or secure, by personal covenant or by mortgaging or charging all or any part of the undertaking, real and personal property, assets and revenues (present and future) and uncalled capital of the Company, the payment or repayment of any moneys owed in respect of, any debts, obligations or securities whatsoever and the discharge of any liabilities whatsoever, including but not limited to those of any company which is for the time being a subsidiary undertaking or parent undertaking of the Company or any other subsidiary undertaking of any such parent undertaking or is otherwise associated with the Company in business.

(k)To borrow and raise money in any manner whatsoever whether by the creation and issue of debentures, debenture stock or other securities of any description or otherwise howsoever and to secure the repayment of any money borrowed, raised or owing or any other obligation of or binding on the Company by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future), including its uncalled capital.

(l)To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.

(m)To apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company’s interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

(n)To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.

(o)To subscribe for, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.

(p)To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies.

(q)To promote, finance or assist any other company for the purpose of acquiring the whole or any part of the goodwill, business, undertaking property or assets or assuming any of the liabilities of the Company, or of undertaking any business or operations which may in the opinion of the directors directly or indirectly assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.

(r)To sell, lease, exchange, let on hire, or dispose of any real or personal property or the undertaking of the Company, or any part or parts thereof, for such consideration as the directors shall approve, and, in particular, for shares whether fully or partly paid up, debentures or securities of any other company, whether or not having objects altogether or in part, similar to those of the Company, and to hold and retain any shares, debentures or securities so acquired, and to improve, manage, develop, sell, exchange, lease, mortgage, dispose of, grant options over or turn to account or otherwise deal with all or any part of the property or rights of the Company.

(s)To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts.

(t)To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment to him or them of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.

(u)To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Company.

(v)To give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary undertaking or a parent undertaking of the Company or a subsidiary undertaking of any such parent undertaking or the predecessors in business of the Company, any such parent undertaking or any subsidiary undertaking of the Company or any such parent undertaking and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants.

(w)To set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of employees of the Company, any of its subsidiary undertakings, any parent undertaking of the Company and/or any subsidiary undertaking of any such parent undertaking and (without prejudice to the generality of the foregoing) to establish and maintain or contribute to any scheme for the acquisition by trustees of shares in the Company or any parent undertaking of the Company to be held by or for the benefit of employees (including any director in salaried employment) of the Company or (so far as for the time being permitted by law) of any of the Company’s subsidiary undertakings or parent undertakings or the subsidiary undertakings of such parent undertakings and to lend money (so far as aforesaid) to any such employees to enable them to acquire shares of the Company or any parent undertaking of the Company and to formulate and carry into effect any scheme for sharing profits with any such employees.

(x)To insure the life of any person or to insure against any accident to any person who may, in the opinion of the directors, be of value to the Company as having or holding for the Company interests, goodwill or influence or other assets and to pay the premiums on such insurance.

(y)To purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers, employees or auditors of the Company, or of any other company which is a parent undertaking of the Company or in which the Company or any such parent undertaking has any interest whether direct or indirect or which is in any way allied to or associated with the Company, any parent undertaking of the Company or any subsidiary undertaking of the Company or any such parent undertaking, or who are or were at any time trustees of any pension fund in which any employees of the Company, any parent undertaking of the Company or any subsidiary undertaking of the Company or any such parent undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to the Company or any such parent undertaking or subsidiary undertaking or pension fund and to such extent as may be permitted by law otherwise to indemnify or to exempt any such person against or from any such liability.

(z)To support, subscribe for or donate money to any national, charitable, benevolent, public, general or useful object or for any purpose which may in the opinion of the directors directly or indirectly further the interests of the Company or of its members.

(aa)Subject to due compliance, and in accordance, with the provisions of sections 155 to 158 (inclusive) of the Act (if and so far as such provisions shall be applicable), to give, whether directly or indirectly any kind of financial assistance (as defined in section 152(1)(a) of the Act) for any such purpose as is specified in section 151(1) and/or section 151(2) of the Act.

(bb)To distribute among the members of the Company in kind any property of the Company of whatsoever nature.

(cc)To procure the Company to be registered or recognised in any part of the world and to do all or any of the things or matters aforesaid in any part of the world either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.

(dd)To do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them.

AND so that:-

(1)None of the objects set forth in the sub-paragraphs of this paragraph 3 shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-paragraph, or by reference to or inference from the terms of any other sub-paragraph of this paragraph, or by reference to or inference from the name of the Company.

(2)None of the sub-paragraphs of this paragraph and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-paragraph, and the Company shall have as full a power to exercise each and every one of the objects specified in each sub-paragraph of this paragraph as though each such sub-paragraph contained the objects of a separate Company.

(3)The word “company” in this paragraph 3, except where used in reference to the Company, shall be deemed to include any body corporate, partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.

(4)In this paragraph 3 the expression “the Act” means the Companies Act 1985, the expressions “parent undertaking” and “subsidiary undertaking” shall have the meanings given to them by the Act provided that any reference in this paragraph 3 to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

4.The liability of the Members is limited.

5.The Company’s share capital is £1,000 divided into 1,000 shares of £1 each.  (2)

(2)By Written Resolution passed on 31 October 2003, each of the 1,000 ordinary shares of £1 in the capital of the Company (being all the shares in issue and all the authorised but unissued shares in the Company) be divided into 1,000 ordinary shares of £0.001 each.

THE COMPANIES ACT 1985

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

- of -

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

(Company Number: 03173552)

PRELIMINARY

1.In these articles “Table A” means Table A in the Schedule to the Companies (Tables A to F) Regulations 1985, “the 2006 Act” means the Companies Act 2006 including any statutory modification or re-enactment thereof for the time being in force and “the Parent” means the body corporate which is the holder of a majority in nominal value of such of the issued share capital for the time being of the Company as carries the right to vote at general meetings of the Company.

2.The regulations contained in Table A shall apply to the Company save insofar as they are excluded or modified by or inconsistent with the articles hereinafter contained and such regulations and articles shall be the articles of the Company. References herein to “Regulations” are to regulations of Table A.

3.Regulations 3, 24-26 inclusive, 65-67 inclusive, 73-81 inclusive, 89, 90, 94-97 inclusive, 118 and the last sentence of Regulation 84 shall not apply.

SHARE CAPITAL

4.Subject to the provisions of the 2006 Act the Company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the Company or the holder on such terms and in such manner as the Company, before the issue of the shares, by special resolution shall determine.

TRANSFER OF SHARES

5.The directors shall register the transfer by the Parent of any share in the Company and, if directed by the Parent, the transfer by any other person of any share in the Company.

6.The directors and/or the Company shall have no discretion to decline to register, or suspend registration of, a transfer of shares where the proposed transferee is a bank, financial institution or a trust, fund or other entity which is regularly engaged in or established for the purposes of making, purchasing or investing in loans, securities or other financial assets (or any agent, trustee, nominee or nominees or receiver of such entity) to whom such shares are being transferred by way of security or a purchaser, transferee or other recipient of the shares from such bank, institution or other entity and a certificate signed by an official of such bank, financial institution or other entity that the relevant shares are charged shall be conclusive evidence of such fact.

NOTICE OF GENERAL MEETINGS

7.In every notice calling a general meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a member. All notices and other communications relating to a general meeting which any member is entitled to receive shall also be sent to the auditors of the Company for the time being, but shall not also be sent to the directors of the Company in their capacity as such. Regulation 38 shall be modified accordingly.

8.The Company may give any notice to a member:-

8.1personally by giving it to an individual who is the member to be served or to any director of any body corporate which is the member to be served and such notice shall be deemed to be served at the time of such service;

8.2by leaving it at the registered address of the member to be served and such notice shall be deemed to be served at the time of leaving it there;

8.3by sending it by prepaid first class post (or by prepaid first class airmail if from one country to another country) to the registered address of the member to be served and such notice shall be deemed to be served on the second business day (or fourth business day if by airmail) following the day on which it was posted and in proving such service it shall be sufficient to prove that the notice was properly addressed, stamped and posted; or

8.4by sending it by facsimile transmission to such number for the member to be served as such member may have notified to the Company for such purpose and the latest notification of such number shall supersede all previous notifications and such notice shall be deemed to be served at the time of transmission.

Regulations 112 and 115 shall be modified accordingly.

PROCEEDINGS AT GENERAL MEETINGS

9.Save where the Company has only a single member, no business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum.

10.The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may be handed to the chairman immediately before the meeting and Regulation 62 shall be modified accordingly.

NUMBER OF DIRECTORS

11.Unless otherwise determined by ordinary resolution of the Company, the number of directors (other than alternate directors) shall not be subject to any maximum and the minimum number of directors shall be two.

ALTERNATE DIRECTORS

12.Any director (other than an alternate director) may appoint any other director or any other person willing to act to be an alternate director and may remove from office an alternate director so appointed by him. An alternate director may represent one or more directors. An alternate director shall forthwith cease to be an alternate director if his appointor ceases for any reason to be a director.

13.An alternate director shall be entitled:-

13.1to receive notice of all meetings of directors and of all committees of directors of which his appointor is a member and to attend any such meeting;

13.2to one vote for every director whom he represents who is not personally present in addition to his own vote (if any) as a director at any meeting of the directors or of any committee of directors; and

13.3to sign a resolution in writing of the directors on behalf of every director whom he represents as well as on his own account if he himself is a director.

14.An alternate director shall not if he is absent from the United Kingdom be entitled to receive notices of meetings of directors or of committees of which his appointor is a member.

15.An alternate director shall be entitled generally to perform all the functions of his appointor as a director in his absence but shall not as an alternate director be entitled to receive any remuneration from the Company, save that he may be paid by the Company that part (if any) of the remuneration otherwise payable to his appointor as his appointor may by notice in writing to the Company from time to time direct.

16.Any appointment or removal of an alternate director shall be by notice to the Company signed by the director making or revoking the appointment or in any other manner approved by the directors.

17.A director who is also an alternate director shall be entitled in the absence of his appointor, to a further vote in addition to his own vote and an alternate director who is appointed by two or more directors shall be entitled to a separate vote on behalf of each of his appointors in the appointor’s absence.

DELEGATION OF DIRECTORS’ POWERS

18.The directors may delegate any of their powers to committees consisting of one or more directors or other persons. References in these articles to a committee of directors or to a director as a member of such a committee shall include a committee or person referred to in this Article. Regulation 72 shall be modified accordingly.

APPOINTMENT AND REMOVAL OF DIRECTORS

19.The Parent may by memorandum in writing at any time and from time to time appoint any person who is willing to act as a director of the Company, either to fill a casual vacancy or as an additional director, or remove any director from office. Such memorandum must be signed by or on behalf of the Parent and a copy of it sent to the registered office (either by post, by hand or by facsimile transmission) or produced to a meeting of the directors. Such appointment or removal shall take effect forthwith upon the memorandum being so sent or delivered or at such later time (if any) specified in such memorandum.

20.A director appointed to fill a casual vacancy or as an additional director shall not be required to retire from office at the next annual general meeting.

DISQUALIFICATION OF DIRECTORS

21.The office of a director shall be vacated if he:-

21.1ceases to be a director by virtue of any provision of the 2006 Act or becomes prohibited by law from being a director; or

21.2becomes bankrupt or makes any arrangement or composition with his creditors generally; or

21.3in the opinion of all the other directors becomes incapable by reason of mental disorder or illness or injury of discharging his duties as a director; or

21.4resigns his office by notice to the Company.

PROCEEDINGS OF DIRECTORS

22.The quorum for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any higher number shall be two. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum.

23.A director absent or intending to be absent from the United Kingdom may request the directors during his absence to send notice of meetings of the directors to him at such address within the United Kingdom as he may give to the Company for-this purpose, but in the absence of such a request it shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom. Regulation 88 shall be modified accordingly.

24.Any director (including an alternate director) may participate in a meeting of the directors or a committee of the directors of which he is a member by means of a conference telephone or

similar communicating equipment whereby all persons participating in the meeting can hear each other. A person so .participating shall be deemed to be present in person at such meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting then is.

25.The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of calling a general meeting.

26.Subject to Article 27, notwithstanding the fact that a proposed decision of the directors concerns or relates to any matter in which a director has, or may have, directly or indirectly, any kind of interest whatsoever, that director may participate in the decision-making process for both quorum and voting purposes.

27.If the directors propose to exercise their power under section 175(4)(b) of the 2006 Act to authorise a director’s conflict of interest, the director facing the conflict is not to be counted as participating in the decision to authorise the conflict for quorum or voting purposes.

28.Subject to the provisions of the 2006 Act, and provided that (if required to do so by the said 2006 Act) he has declared to the directors the nature and extent of any direct or indirect interest of his, a director, notwithstanding his office:-

(a)may be a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any Relevant Company (as defined below);

(b)may be a party to, or otherwise interested in, any contract, transaction or arrangement with a Relevant Company;

(c)may hold any other office or place of profit with the Company (other than as auditor) in conjunction with his office of director for such period and on such terms, including as to remuneration, as the board may decide;

(d)is not accountable to the Company for any remuneration or other benefits which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no transaction or arrangement is liable to be avoided on the ground of any such remuneration, benefit or interest; and

(e)may act in a professional capacity for any Relevant Company (other than as auditor), whether or not he or it is remunerated for the services.

“Relevant Company” shall mean:

(i)the Company;

(ii)any subsidiary undertaking of the Company;

(iii)any parent undertaking of the Company or a subsidiary undertaking of any such parent undertaking;

(iv)any body corporate promoted by the Company; or

(v)any body corporate in which the Company is otherwise directly or indirectly interested,

and “subsidiary undertaking” and “parent undertaking” shall be construed in accordance with sections 1161 and 1162 of the Companies Act 2006.

ASSOCIATE AND OTHER DIRECTORS

29.The directors may from time to time, and at any time, pursuant to this Article 29 appoint any other persons to any post with such descriptive title including that of director (whether as associate, executive, group, divisional, departmental, deputy, assistant, local or advisory director or

otherwise) as the directors may determine and may define, limit, vary and restrict the powers, authorities and discretions of persons so appointed and may fix and determine their remuneration and duties, and subject to any contract between him and the Company, may remove from such post any person so appointed. A person so appointed shall not be a director for any of the purposes of these Articles or of the 2006 Act, and accordingly shall not be a member of the Board or (subject to Article 18) of any committee thereof, nor shall he be entitled to be present at any meeting of the directors or of any such committee, except at the request of the directors or of such committee, and if present at such request he shall not be entitled to vote thereat.

INSURANCE AND INDEMNITY

30.Subject to the 2006 Act, but without prejudice to any indemnity to which a director may otherwise be entitled, each director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be indemnified out of the Company’s assets against all costs, charges, losses, expenses and liabilities incurred by him as a director or other officer of the Company or any company that is a trustee of an occupational pension scheme (as defined in section 235(6) of the 2006 Act) in the actual or purported execution and/or discharge of his duties, or in relation thereto including any liability incurred by him in defending any civil or criminal proceedings, in which judgement is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s affairs.

31.The Company may buy and maintain insurance against any liability falling upon its directors or other officers or auditors which arises out of their respective duties to the Company, or in relation to its affairs.

EX-4.1

Exhibit 4.1

SCHEDULE 2

AMENDED AND RESTATED HIGH YIELD INTERCREDITOR DEED

13 April 2004
as amended and restated on 30 December 2009

between

VIRGIN MEDIA FINANCE PLC
(FORMERLY KNOWN AS NTL CABLE PLC)
as the Issuer

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
(FORMERLY KNOWN AS NTL INVESTMENT HOLDINGS LIMITED)
As the Borrower and High Yield Guarantor

DEUTSCHE BANK AG, LONDON BRANCH
As Facility Agent

THE BANK OF NEW YORK MELLON
(FORMERLY KNOWN AS THE BANK OF NEW YORK)
As High Yield Trustee

White & Case LLP

5 Old Broad Street

London  EC2N 1DW

1.	INTERPRETATION		1
	1.1	Terms Defined	1
	1.2	Definitions	1
	1.3	References	9
	1.4	Construction	10
2.	PRIORITIES AND SUBORDINATION		10
	2.1	Priorities and Subordination	10
	2.2	Priorities not affected	11
	2.3	Liabilities not affected	11
3.	UNDERTAKINGS		11
	3.1	Subordinated Liabilities	11
	3.2	Obligations of the Subordinated Creditors	11
	3.3	Undertakings to the Security Trustee	12
4.	PERMITTED PAYMENTS		12
	4.1	Permitted Payments prior to the Senior Discharge Date	12
	4.2	Suspension of Permitted Payments prior to the Senior Discharge Date	13
5.	TURNOVER		14
	5.1	Turnover	14
	5.2	Subrogation	15
	5.3	Failure of Trusts	15
6.	ENFORCEMENT		16
	6.1	Restrictions on Enforcement	16
	6.2	Permitted Enforcement	16
	6.3	Authorisation to Security Trustee	17
	6.4	Application of Proceeds	18
	6.5	Release of Security on Enforcement	19
	6.6	Disposals	21
	6.7	Non-cash Distributions	21
	6.8	Sums received by an Obligor	21
	6.9	Certificates	21
	6.10	Conversion of Currencies	22
	6.11	Preservation of Liabilities	22
7.	SUBORDINATION ON INSOLVENCY		22
	7.1	Subordination	22
	7.2	Filing of claims	22
	7.3	Distributions	23
	7.4	Voting	23
8.	NEW SENIOR LIABILITIES		23
	8.1	New Senior Liabilities	23
	8.2	Designated Senior Liabilities	24
9.	APPROPRIATION		24
10.	POWERS OF ATTORNEY		24
	10.1	Appointment by the Creditors	24
	10.2	Appointment by the Obligors	24
	10.3	Ratification of Acts	25
11.	COSTS AND EXPENSES		25
12.	CHANGES TO THE PARTIES		25
	12.1	Binding Nature	25
	12.2	No Assignment by Obligors	25

	12.3	Hedge Obligors	25
	12.4	Hedge Counterparties	25
	12.5	New Creditors	25
	12.6	New Parties	26
	12.7	Resignation or Removal of Senior Agent, Security Trustee or High Yield Trustee	26
13.	PROVISIONS RELATING TO OBLIGORS		26
14.	NOTICES		26
	14.1	Communication of Notices	26
	14.2	Delivery of Notices	26
15.	REMEDIES, WAIVERS & AMENDMENTS		27
	15.1	No Waiver	27
	15.2	Amendments	27
	15.3	Technical Amendments	27
	15.4	Amendments to Security Documents	27
	15.5	Amended Deed	28
16.	TERMINATION		28
17.	ENGLISH LANGUAGE		28
18.	PARTIAL INVALIDITY		28
19.	THIRD PARTY RIGHTS		28
20.	HIGH YIELD TRUSTEE		29
	20.1	Reliance on Certificates	29
	20.2	Liability	29
	20.3	High Yield Trustee Direct Claims	29
	20.4	No Action	30
	20.5	No Fiduciary Duty	30
	20.6	Provisions survive Termination	30
	20.7	Other Parties Not Affected	30
	20.8	Notices of Representative	30
21.	COUNTERPARTS		30
22.	GOVERNING LAW		30
23.	JURISDICTION		30
	23.1	Courts of England	30
	23.2	Waiver of Indemnity	31
	23.3	Service of Process	31
	23.4	Proceedings in Other Jurisdictions	31
	23.5	General Consent	31
	23.6	Waiver of Immunity	31
SCHEDULE 1  DEED OF ACCESSION			32
SCHEDULE 2 FORM OF DEFAULT NOTICE			33
SCHEDULE 3 ADDRESS FOR NOTICES			35

3

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

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

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

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

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

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

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

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

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

IT IS AGREED as follows:

1.INTERPRETATION

1.1Terms Defined

Terms defined in the Senior Facilities Agreement or (once the facilities made available under the Senior Facilities Agreement have been refinanced in full) any 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 High Yield Guarantor” means any direct or indirect subsidiary of the Issuer that grants a High Yield Guarantee and is designated by the Original High Yield Guarantor as an “Additional High Yield Guarantor” by written notice to the Senior Agent and the Security Trustee and, to the extent not already a party hereto, accedes to this Deed as an Obligor pursuant to Clause 12.6 (New Parties).

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

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

1

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

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

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

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

“Closing Transactions” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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and “Hedge Counterparties” means all such parties.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Insolvency Event” means any event whereby:

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

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

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

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

“Intergroup Creditor” means the Issuer.

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

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

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

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

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

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

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

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

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

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

“Prohibited Actions” means:

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

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

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

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

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

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

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

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

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

(ii)in relation to an Intergroup Liability:

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

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

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

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

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

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

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

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

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

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

“Secured Creditors” means the Senior Finance Parties.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Senior Lenders” means:

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

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

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

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

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

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

1.3References

(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 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.

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(d)Any references in this Deed to:

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

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

1.4Construction

Any reference in this Deed to:

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

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

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

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

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

2.PRIORITIES AND SUBORDINATION

2.1Priorities 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, pari passu without any priority amongst themselves (but without prejudice to any alternative arrangements provided in the Pari Passu Intercreditor Agreement);

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

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(iii)third, the Intergroup Liabilities,

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

2.2Priorities not affected

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

2.3Liabilities not affected

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

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

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

3.UNDERTAKINGS

3.1Subordinated Liabilities

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

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

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

3.2Obligations of the Subordinated Creditors

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

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

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

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

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

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

3.3Undertakings to the Security Trustee

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

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

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

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

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

4.PERMITTED PAYMENTS

4.1Permitted Payments prior to the Senior Discharge Date

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

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

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

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

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

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

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

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

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

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

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

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

4.2Suspension of Permitted Payments prior to the Senior Discharge Date

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

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

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

(i)paragraph (a) does not apply; and

(ii)one of the following applies:

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

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

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

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

(D)the Senior Discharge Date occurs,

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

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

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

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

5.TURNOVER

5.1Turnover

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

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

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

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

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

5.2Subrogation

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

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

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

5.3Failure of Trusts

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

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6.ENFORCEMENT

6.1Restrictions on Enforcement

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

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

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

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

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

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

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

6.2Permitted Enforcement

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

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

(ii)an Insolvency Event has occurred; or

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

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

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

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

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

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

6.3Authorisation to Security Trustee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii)any Subordinated Creditors to the Secured Creditors.

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

6.4Application of Proceeds

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

Firstin or towards payment pari passu to:

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

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

Secondin or towards payment of any Fees;

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

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

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

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

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

6.5Release of Security on Enforcement

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

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

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

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

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

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

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

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

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

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

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

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

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

6.6Disposals

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

6.7Non-cash Distributions

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

6.8Sums received by an Obligor

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

6.9Certificates

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

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6.10Conversion of Currencies

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

6.11Preservation of Liabilities

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

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

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

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

7.SUBORDINATION ON INSOLVENCY

7.1Subordination

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

7.2Filing 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 Secured Creditor and Subordinated Creditor to:

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

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

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

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

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7.3Distributions

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

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

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

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

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

7.4Voting

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

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

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

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

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

8.NEW SENIOR LIABILITIES

8.1New Senior Liabilities

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

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8.2Designated Senior Liabilities

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

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

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

9.APPROPRIATION

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

10.POWERS OF ATTORNEY

10.1Appointment by the Creditors

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

10.2Appointment by the Obligors

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

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

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

10.3Ratification of Acts

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

11.COSTS AND EXPENSES

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

12.CHANGES TO THE PARTIES

12.1Binding 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.

12.2No 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.

12.3Hedge Obligors

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

12.4Hedge Counterparties

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

12.5New Creditors

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

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

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

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

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

12.6New Parties

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

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

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

13.PROVISIONS RELATING TO OBLIGORS

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

14.NOTICES

14.1Communication of Notices

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

14.2Delivery 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 Senior Agent and each High Yield Trustee specified another address) be made or delivered to that other person at the address specified in Schedule 3 (Address for Notices) or, in the case of any other person becoming party hereto after the date hereof in the Deed of Accession or Transfer Deed or other acceding or amendment and restatement document executed by it and shall be deemed to have been made or delivered when dispatched (in the case of any communication made by fax) or (in the case of any

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

15.REMEDIES, WAIVERS & AMENDMENTS

15.1No 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.

15.2Amendments

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

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

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

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

15.3Technical Amendments

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

15.4Amendments to Security Documents

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

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

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

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

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

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

(ii)“Requisite Creditors” means:

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

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

15.5Amended Deed

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

16.TERMINATION

This Agreement shall terminate upon the Final Discharge Date.

17.ENGLISH LANGUAGE

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

18.PARTIAL INVALIDITY

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

19.THIRD PARTY RIGHTS

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

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

20.HIGH YIELD TRUSTEE

20.1Reliance on Certificates

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

20.2Liability

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

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

20.3High Yield Trustee Direct Claims

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

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20.4No Action

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

20.5No Fiduciary Duty

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

20.6Provisions survive Termination

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

20.7Other Parties Not Affected

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

20.8Notices of Representative

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

21.COUNTERPARTS

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

22.GOVERNING LAW

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

23.JURISDICTION

23.1Courts of England

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

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23.2Waiver of Indemnity

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

23.3Service of Process

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

23.4Proceedings 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 Senior Finance Parties or the High Yield Trustee or any of them to take Proceedings against any of the Obligors or Subordinated Creditors in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable Law.

23.5General Consent

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

23.6Waiver of Immunity

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

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

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SCHEDULE 1

DEED OF ACCESSION

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

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

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

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

Address:

Telephone Number:

Facsimile Number:

[Telex Number:]

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

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

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

EXECUTED AND DELIVERED AS A DEED by

[Name of Party]

Countersigned in acceptance

By:

[            ]

Senior Agent

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SCHEDULE 2

FORM OF DEFAULT NOTICE

From:[Deutsche Bank AG, London Branch]

as Senior Agent

/[name of Representative]

ToThe Bank of New York Mellon

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

[           ]

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

cc:Virgin Media Finance PLC

as Issuer

cc:Virgin Media Investment Holdings Limited

as Borrower and Obligors’ Agent

cc:Deutsche Bank AG, London Branch

as Security Trustee

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

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

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

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

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

(y)           one of the following applies:

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

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

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

(iv)the Senior Discharge Date occurs; and

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

Details of Senior Default: [                                 ]

By:		.
	For and on behalf of
	[DEUTSCHE BANK AG, LONDON BRANCH]
	as Senior Agent
By:		.
	For and on behalf of
	[name of Representative]

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SCHEDULE 3

ADDRESS FOR NOTICES

Virgin Media Finance PLC

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

Address:	Bartley Wood Business Park
	Hook
	Hampshire RG27 9UP
Deutsche Bank AG, London Branch
as Senior Agent on behalf of the Senior Finance Parties
Address:	[                                    ]
The Bank of New York Mellon
as High Yield Trustee
Address:	[                                    ]

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EX-4.16

Exhibit 4.16

EXECUTION VERSION

VIRGIN MEDIA FINANCE PLC,
as Issuer

VIRGIN MEDIA INC.,

VIRGIN MEDIA HOLDINGS INC.,

VIRGIN MEDIA GROUP LLC,

VIRGIN MEDIA (UK) GROUP, INC.,

VIRGIN MEDIA COMMUNICATIONS LIMITED,

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED,
as Guarantors

each as pursuant to the original Indenture dated as of April 13, 2004
as amended by the First Supplemental Indenture dated as of October 5, 2006 and the Second Supplemental Indenture dated as of October 30, 2006

VIRGIN MEDIA INVESTMENTS LIMITED

as new Senior Subordinated Subsidiary Guarantor

9.75% Senior Notes due 2014

8.75% Senior Notes due 2014

8.75% Senior Notes due 2014

THIRD SUPPLEMENTAL INDENTURE

Dated as of December 30, 2009

THE BANK OF NEW YORK MELLON

as Trustee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.  Indenture Amendments

(A)The Indenture Amendments are as follows:

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

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

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

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

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

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

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

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

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

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

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

SECTION 3.  Miscellaneous

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

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

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

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

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

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

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

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

[Signature pages follow]

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

SIGNATURES

VIRGIN MEDIA FINANCE PLC		VIRGIN MEDIA COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE	By:	/s/ ROBERT MACKENZIE
	Name: Robert Mackenzie		Name: Robert Mackenzie
	Title: Director		Title: Director
VIRGIN MEDIA INC.		VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:	/s/ BRYAN HALL	By:	/s/ ROBERT MACKENZIE
	Name: Bryan H. Hall		Name: Robert Mackenzie
	Title: Secretary		Title: Director
VIRGIN MEDIA HOLDINGS INC.		VIRGIN MEDIA INVESTMENTS LIMITED
By:	/s/ BRYAN HALL	By:	/s/ ROBERT MACKENZIE
	Name:  Bryan H. Hall		Name: Robert Mackenzie
	Title:  Secretary		Title: Director
VIRGIN MEDIA (UK) GROUP, INC.		VIRGIN MEDIA GROUP LLC
By:	/s/ ROBERT MACKENZIE	By:	/s/ BRYAN HALL
	Name:  Robert Mackenzie		Name: Bryan H. Hall
	Title:  President		Title:  Secretary

[Supplemental Indenture]

THE BANK OF NEW YORK MELLON
By:	/s/ MICHAEL LEE
	Name: Michael Lee
	Title: Senior Associate

[Supplemental Indenture]

EXHIBIT A

FORM OF SUBORDINATED GUARANTEE

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

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

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

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

[Signatures on following page]

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

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:
	Name:
	Title:
VIRGIN MEDIA INVESTMENTS LIMITED
By:
	Name:
	Title:

[Senior Subordinated Subsidiary Guarantee]

EX-4.19

Exhibit 4.19

EXECUTION VERSION

VIRGIN MEDIA FINANCE PLC,
as Issuer

VIRGIN MEDIA INC.,

VIRGIN MEDIA HOLDINGS INC.,

VIRGIN MEDIA GROUP LLC,

VIRGIN MEDIA (UK) GROUP, INC.,

VIRGIN MEDIA COMMUNICATIONS LIMITED,

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED,
as Guarantors

each as pursuant to the original Indenture dated as of July 25, 2006

VIRGIN MEDIA INVESTMENTS LIMITED

as new Senior Subordinated Subsidiary Guarantor

9.125% Senior Notes due 2016

FIRST SUPPLEMENTAL INDENTURE

Dated as of December 30, 2009

THE BANK OF NEW YORK MELLON

as Trustee and Paying Agent

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

as Luxembourg Paying Agent

FIRST SUPPLEMENTAL INDENTURE, dated as of December 30, 2009 (this “First Supplemental Indenture”), by and among Virgin Media Finance PLC (formerly known as NTL Cable PLC), a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc. (formerly known as NTL Incorporated), a Delaware corporation, Virgin Media Holdings Inc. (formerly known as NTL Holdings Inc.), a Delaware corporation, Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.), a Delaware corporation, Virgin Media Group LLC (formerly known as NTL:Telewest LLC), a Delaware limited liability company, Virgin Communications Limited (formerly known as NTL Communications Limited), a limited company organized under the laws of England and Wales (together, the “Senior Guarantors”), Virgin Media Investment Holdings Limited (formerly known as NTL Investment Holdings Limited), a limited company organized under the laws of England and Wales (the “Original Senior Subordinated Subsidiary Guarantor”), (together with the Senior Guarantors, the “Original Note Guarantors”), as guarantors under the indenture dated as of July 25, 2006 (the “Original Indenture”), providing for the creation and issuance by the Issuer of its U.S. dollar-denominated 9.125% Senior Notes due 2016 (collectively, the “Notes”), Virgin Media Investments Limited, a limited company organized under the laws of England and Wales, as the new senior subordinated subsidiary guarantor (the “New Senior Subordinated Subsidiary Guarantor”), and such other persons as may from time to time become a party to the Indenture as a guarantor as provided therein (together, the “Note Guarantors”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking company, as trustee and paying agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. (formerly known as The Bank of New York (Luxembourg S.A.), as Luxembourg paying agent (the “Luxembourg Paying Agent”). All references to the “Indenture” shall be to the Original Indenture and, as applicable, this First Supplemental Indenture.  All capitalized terms used but not defined herein shall have the meanings specified in the Indenture.

WHEREAS, the Issuer, the Original Note Guarantors, the Trustee and the Luxembourg Paying Agent have heretofore executed and delivered, as applicable, the Original Indenture;

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

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

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

1

Subsidiary Guarantor becoming a party thereto (the “Indenture Amendments”); and

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

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

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

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

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

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

(D)Simultaneously with the execution and delivery of this First Supplemental Indenture, the Original Senior Subordinated Subsidiary Guarantor and the New Senior Subordinated Subsidiary Guarantor shall execute and deliver to the Trustee a Note Guarantee in accordance with Article 11 of the Indenture and in the form attached as Exhibit A to this First Supplemental Indenture, which shall replace the Note Guarantee issued by the Original Senior

2

Subordinated Subsidiary Guarantor on July 25, 2006 pursuant to the Original Indenture.

SECTION 2.  Indenture Amendments

(A)The Indenture Amendments are as follows:

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

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

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

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

(iii)The phrase “the Senior Subordinated Subsidiary Guarantor” is hereby replaced with “such Senior Subordinated Subsidiary Guarantor” as follows: (a) the second, third and fourth time such term is used in the definition of “Senior Subordinated Indebtedness;” (b) the second, third, fourth, sixth and seventh time such term is used in Section 4.20; (c) the second time such term is used in Section 11.01(e); (d) each time (other than the first time) such term is used in Section 11.02(b); (e) the second, third, fourth, sixth, seventh, eighth, ninth and tenth time such term is used in Section 12.01; (f) the second and third time such term is used in the second paragraph of Section 12.02; and (g) the third, fourth and sixth time such term is used in Section 12.03.

(iv)The phrase “the Senior Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “each Senior Subordinated Subsidiary Guarantor” as follows: (a) in the definition of “Note Guarantor;” (b) in the definition of “Subsidiary Guarantor;” (c) the first time such term is used in Section 11.01(e); (d) in Section 11.01(h); and (e) the first and fifth time such term is used in Section 12.01.

(v)The phrase “Senior Subordinated Subsidiary Guarantee” is hereby

3

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

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

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

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

(ix)The phrase “of such Senior Subordinated Subsidiary Guarantor” is hereby inserted immediately after the phrase “the Senior Subordinated Subsidiary Guarantee”: (a) in clause (c) of the definition of “Senior Indebtedness;” and (b) in Section 11.02(c).

(x)“NTLIH” is hereby replaced with the phrase “a Senior Subordinated Subsidiary Guarantor”: (a) in the definition of “Senior Indebtedness;” and (b) in Section 11.02(c).

SECTION 3.  Miscellaneous

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

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

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

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

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

4

(G)The titles and headings of the sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture, and shall in no way modify or restrict any of the terms or provisions hereof.

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

[Signature pages follow]

5

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

SIGNATURES

VIRGIN MEDIA FINANCE PLC		VIRGIN MEDIA COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE	By:	/s/ ROBERT MACKENZIE
	Name: Robert Mackenzie		Name: Robert Mackenzie
	Title: Director		Title: Director
VIRGIN MEDIA INC.		VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:	/s/ BRYAN HALL	By:	/s/ ROBERT MACKENZIE
	Name: Bryan H. Hall		Name: Robert Mackenzie
	Title: Secretary		Title: Director
VIRGIN MEDIA HOLDINGS INC.		VIRGIN MEDIA INVESTMENTS LIMITED
By:	/s/ BRYAN HALL	By:	/s/ ROBERT MACKENZIE
	Name: Bryan H. Hall		Name: Robert Mackenzie
	Title: Secretary		Title: Director
VIRGIN MEDIA (UK) GROUP, INC.		VIRGIN MEDIA GROUP LLC
By:	/s/ ROBERT MACKENZIE	By:	/s/ BRYAN HALL
	Name: Robert Mackenzie		Name: Bryan H. Hall
	Title: President		Title: Secretary

[Supplemental Indenture]

THE BANK OF NEW YORK MELLON
By:	/s/ MICHAEL LEE
	Name: Michael Lee
	Title: Senior Associate
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
By:	/s/ MICHAEL LEE
	Name: Michael Lee
	Title: Authorised Signatory

[Supplemental Indenture]

EXHIBIT A

FORM OF SENIOR SUBORDINATED SUBSIDIARY GUARANTEE

For value received, each of the undersigned (the “Senior Subordinated Subsidiary Guarantors”,) to the extent set forth in and subject to the terms of the Indenture, dated as of July 25, 2006 and as amended or supplemented from time to time (the “Indenture”), among Virgin Media Finance PLC (formerly known as NTL Cable PLC), a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc. (formerly known as NTL Incorporated), a Delaware corporation (“Parent”), Virgin Media Group LLC (formerly known as NTL:Telewest LLC), a Delaware limited liability company, Virgin Media Holdings Inc. (formerly known as NTL Holdings Inc.), a Delaware corporation, Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.), a Delaware corporation, Virgin Media Communications Limited (formerly known as NTL Communications Limited), a limited company organized under the laws of England and Wales, Virgin Media Investment Holdings Limited (formerly known as NTL Investment Holdings Limited), a limited company organized under the laws of England and Wales, Virgin Media Investments Limited, a limited company organized under the laws of England and Wales, and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. (formerly known as The Bank of New York (Luxembourg) S.A.), hereby jointly and severally with each other Note Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of or interest on or premium, if any, on the Notes and all other monetary obligations of the Issuer under the Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Senior Subordinated Subsidiary Guarantor, and that such Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

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

Each Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under

applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of creditors generally.

[Signatures on following page]

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

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:
	Name:
	Title:
VIRGIN MEDIA INVESTMENTS LIMITED
By:
	Name:
	Title:

[Senior Subordinated Subsidiary Guarantee]

EX-4.23

Exhibit 4.23

EXECUTION VERSION

VIRGIN MEDIA FINANCE PLC,
as Issuer

VIRGIN MEDIA INC.,

as Parent

VIRGIN MEDIA HOLDINGS INC.,

VIRGIN MEDIA GROUP LLC,

VIRGIN MEDIA (UK) GROUP, INC.,

VIRGIN MEDIA COMMUNICATIONS LIMITED,
as Intermediate Guarantors

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED,
as Senior Subordinated Subsidiary Guarantor

each as pursuant to the original Indenture dated as of June 3, 2009

VIRGIN MEDIA INVESTMENTS LIMITED

as new Senior Subordinated Subsidiary Guarantor

U.S. Dollar 9.50% Senior Notes due 2016

Euro 9.50% Senior Notes due 2016

FIRST SUPPLEMENTAL INDENTURE

Dated as of December 30, 2009

THE BANK OF NEW YORK MELLON

as Trustee and Paying Agent

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

as Luxembourg Paying Agent

FIRST SUPPLEMENTAL INDENTURE, dated as of December 30, 2009 (this “First Supplemental Indenture”), by and among Virgin Media Finance PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc., a Delaware corporation, Virgin Media Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin Media Group LLC, a Delaware limited liability company, Virgin Communications Limited, a limited company organized under the laws of England and Wales, (together, the “Senior Guarantors”), Virgin Media Investment Holdings Limited, a limited company organized under the laws of England and Wales (the “Original Senior Subordinated Subsidiary Guarantor”) (together with the Senior Guarantors, the “Original Note Guarantors”), as guarantors under the indenture dated as of June 3, 2009 (the “Original Indenture”), providing for the creation and issuance by the Issuer of its U.S. dollar-denominated 9.50% Senior Notes due 2016 and Euro denominated 9.50% Senior Notes due 2016 (collectively, the “Notes”), Virgin Media Investments Limited, a limited company organized under the laws of England and Wales, as the new senior subordinated subsidiary guarantor (the “New Senior Subordinated Subsidiary Guarantor”), and such other persons as may from time to time become a party to the Indenture as a guarantor as provided therein (together, the “Note Guarantors”), and The Bank of New York Mellon, a New York banking company, as trustee and paying agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent (the “Luxembourg Paying Agent”). All references to the “Indenture” shall be to the Original Indenture and, as applicable, this First Supplemental Indenture.  All capitalized terms used but not defined herein shall have the meanings specified in the Indenture.

WHEREAS, the Issuer, the Original Note Guarantors, the Trustee and the Luxembourg Paying Agent have heretofore executed and delivered, as applicable, the Original Indenture;

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

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

WHEREAS, the purpose of this First Supplemental Indenture is for the New Senior Subordinated Subsidiary Guarantor to expressly assume all obligations of the Original Senior Subordinated Subsidiary Guarantor under its Note Guarantee in accordance with Section 5.01(b) of the Indenture by becoming a party to the Indenture as a Senior Subordinated Subsidiary Guarantor and issuing a senior subordinated guarantee in the form of Exhibit A to this First Supplemental Indenture (the “New Senior Subordinated Subsidiary Guarantee”) and to make certain conforming changes to the Indenture to reflect the New Senior Subordinated Subsidiary Guarantor becoming a party thereto (the “Indenture Amendments”); and

WHEREAS, notwithstanding such assumption by the New Senior Subordinated Subsidiary Guarantor of all obligations of the Original Senior Subordinated Subsidiary

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

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

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

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

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

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

(D)Simultaneously with the execution and delivery of this First Supplemental Indenture, the Original Senior Subordinated Subsidiary Guarantor and the New Senior Subordinated Subsidiary Guarantor shall execute and deliver to the Trustee a Note Guarantee in accordance with Article 11 of the Indenture and in the form attached as Exhibit A to this First Supplemental Indenture, which shall replace the Note Guarantee issued by the Original Senior Subordinated Subsidiary Guarantor on June 3, 2009 pursuant to the Original Indenture.

SECTION 2.  Indenture Amendments

(A)The Indenture Amendments are as follows:

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

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

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

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

(iii)The phrase “the Senior Subordinated Subsidiary Guarantor” is hereby replaced with “such Senior Subordinated Subsidiary Guarantor” as follows: (a) the second, third and fourth time such term is used in the definition of “Senior Subordinated Indebtedness;” (b) the second, third, fourth, sixth and seventh time such term is used in Section 4.20; (c) the second time such term is used in Section 11.01(e); (d) each time (other than the first time) such term is used in Section 11.02(b); (e) the second, third, fourth, sixth, seventh, eighth, ninth and tenth time such term is used in Section 12.01; (f) the second and third time such term is used in the second paragraph of Section 12.02; and (g) the third, fourth and sixth time such term is used in Section 12.03.

(iv)The phrase “the Senior Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “each Senior Subordinated Subsidiary Guarantor” as follows: (a) in the definition of “Note Guarantor;” (b) in the definition of “Subsidiary Guarantor;” (c) the first time such term is used in Section 11.01(e); (d) in Section 11.01(h); and (e) the first and fifth time such term is used in Section 12.01.

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

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

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

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

(ix)The phrase “of such Senior Subordinated Subsidiary Guarantor” is hereby inserted immediately after the phrase “the Senior Subordinated Subsidiary Guarantee” in clause (c) of the definition of “Senior Indebtedness.”

(x)“VMIH” is hereby replaced with the phrase “a Senior Subordinated Subsidiary Guarantor” in the definition of “Senior Indebtedness.”

SECTION 3.  Miscellaneous

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

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

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

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

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

(G)The titles and headings of the sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture, and shall in no way modify or restrict any of the terms or provisions hereof.

(H)The Trustee shall not be responsible in any manner for or in respect of, and makes no representation as to, the validity, adequacy or sufficiency of this First

Supplemental Indenture, the New Senior Subordinated Subsidiary Guarantee or the recitals contained herein, all of which recitals are made by the Issuer, the Original Note Guarantors and the New Senior Subordinated Subsidiary Guarantor solely.

[Signature pages follow]

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

SIGNATURES

VIRGIN MEDIA FINANCE PLC		VIRGIN MEDIA COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE	By:	/s/ ROBERT MACKENZIE
	Name: Robert Mackenzie		Name: Robert Mackenzie
	Title: Director		Title: Director
VIRGIN MEDIA INC.		VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:	/s/ BRYAN HALL	By:	/s/ ROBERT MACKENZIE
	Name: Bryan H. Hall		Name: Robert Mackenzie
	Title: Secretary		Title: Director
VIRGIN MEDIA HOLDINGS INC.		VIRGIN MEDIA INVESTMENTS LIMITED
By:	/s/ BRYAN HALL	By:	/s/ ROBERT MACKENZIE
	Name: Bryan H. Hall		Name: Robert Mackenzie
	Title: Secretary		Title: Director
VIRGIN MEDIA (UK) GROUP, INC.		VIRGIN MEDIA GROUP LLC
By:	/s/ ROBERT MACKENZIE	By:	/s/ BRYAN HALL
	Name: Robert Mackenzie		Name: Bryan H. Hall
	Title: President		Title: Secretary

[Supplemental Indenture]

THE BANK OF NEW YORK MELLON
By:	/s/ MICHAEL LEE
	Name: Michael Lee
	Title: Senior Associate
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
By:	/s/ MICHAEL LEE
	Name: Michael Lee
	Title: Authorised Signatory

[Supplemental Indenture]

EXHIBIT A

FORM OF SENIOR SUBORDINATED SUBSIDIARY GUARANTEE

For value received, each of the undersigned (the “Senior Subordinated Subsidiary Guarantors”), to the extent set forth in and subject to the terms of the Indenture, dated as of June 3, 2009, as amended or supplemented from time to time (the “Indenture”), among Virgin Media Finance PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc., a Delaware corporation (“Parent”), Virgin Media Group LLC, a Delaware limited liability company, Virgin Media Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin Media Communications Limited, a limited company organized under the laws of England and Wales, Virgin Media Investment Holdings Limited, a limited company organized under the laws of England and Wales, Virgin Media Investments Limited, a limited company organized under the laws of England and Wales, The Bank of New York Mellon, as trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A., hereby jointly and severally with each other Note Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of or interest on or premium, if any, on the Notes and all other monetary obligations of the Issuer under the Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Senior Subordinated Subsidiary Guarantor, and that such Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

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

Each Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of creditors generally.

[Signatures on following page]

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

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:
	Name:
	Title:
VIRGIN MEDIA INVESTMENTS LIMITED
By:
	Name:
	Title:

[Senior Subordinated Subsidiary Guarantee]

EX-4.25

Exhibit 4.25

EXECUTION VERSION

VIRGIN MEDIA FINANCE PLC,
as Issuer

VIRGIN MEDIA INC.,

as Parent

VIRGIN MEDIA HOLDINGS INC.,

VIRGIN MEDIA GROUP LLC,

VIRGIN MEDIA (UK) GROUP, INC.,

VIRGIN MEDIA COMMUNICATIONS LIMITED,
as Intermediate Guarantors

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED,
as Senior Subordinated Subsidiary Guarantor

each as pursuant to the original Indenture dated as of November 9, 2009

VIRGIN MEDIA INVESTMENTS LIMITED

as new Senior Subordinated Subsidiary Guarantor

U.S. Dollar 8.375% Senior Notes due 2019

Pound Sterling 8.875% Senior Notes due 2019

FIRST SUPPLEMENTAL INDENTURE

Dated as of December 30, 2009

THE BANK OF NEW YORK MELLON

as Trustee and Paying Agent

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

as Luxembourg Paying Agent

FIRST SUPPLEMENTAL INDENTURE, dated as of December 30, 2009 (this “First Supplemental Indenture”), by and among Virgin Media Finance PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc., a Delaware corporation, Virgin Media Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin Media Group LLC, a Delaware limited liability company, Virgin Communications Limited, a limited company organized under the laws of England and Wales, (together, the “Senior Guarantors”), Virgin Media Investment Holdings Limited, a limited company organized under the laws of England and Wales (the “Original Senior Subordinated Subsidiary Guarantor”), (together with the Senior Guarantors, the “Original Note Guarantors”), as guarantors under the indenture dated as of November 9, 2009 (the “Original Indenture”), providing for the creation and issuance by the Issuer of its U.S. dollar-denominated 8.375% Senior Notes due 2019 and sterling-denominated 8.875% Senior Notes due 2019 (collectively, the “Notes”), Virgin Media Investments Limited, a limited company organized under the laws of England and Wales, as the new senior subordinated subsidiary guarantor (the “New Senior Subordinated Subsidiary Guarantor”), and such other persons as may from time to time become a party to the Indenture as a guarantor as provided therein (together, the “Note Guarantors”), and The Bank of New York Mellon, a New York banking company, as trustee and paying agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent (the “Luxembourg Paying Agent”). All references to the “Indenture” shall be to the Original Indenture and, as applicable, this First Supplemental Indenture.  All capitalized terms used but not defined herein shall have the meanings specified in the Indenture.

WHEREAS, the Issuer, the Original Note Guarantors, the Trustee and the Luxembourg Paying Agent have heretofore executed and delivered, as applicable, the Original Indenture;

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

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

WHEREAS, the purpose of this First Supplemental Indenture is for the New Senior Subordinated Subsidiary Guarantor to expressly assume all obligations of the Original Senior Subordinated Subsidiary Guarantor under its Note Guarantee in accordance with Section 5.01(b) of the Indenture by becoming a party to the Indenture as a Senior Subordinated Subsidiary Guarantor and issuing a senior subordinated guarantee in the form of Exhibit A to this First Supplemental Indenture (the “New Senior Subordinated Subsidiary Guarantee”) and to make certain conforming changes to the Indenture to reflect the New Senior Subordinated Subsidiary Guarantor becoming a party thereto (the “Indenture Amendments”); and

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

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

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

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

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

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

(D)Simultaneously with the execution and delivery of this First Supplemental Indenture, the Original Senior Subordinated Subsidiary Guarantor and the New Senior Subordinated Subsidiary Guarantor shall execute and deliver to the Trustee a Note Guarantee in accordance with Article 11 of the Indenture and in the form attached as Exhibit A to this First Supplemental Indenture, which shall replace the Note Guarantee issued by the Original Senior Subordinated Subsidiary Guarantor on November 9, 2009 pursuant to the Original Indenture.

SECTION 2.  Indenture Amendments

(A)The Indenture Amendments are as follows:

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

“Senior Subordinated Subsidiary Guarantor” means each of VMIH and VMI, and “Senior Subordinated Subsidiary Guarantors” means both of the Senior Subordinated Subsidiary Guarantors.  The guarantee of the Notes by either of the Senior Subordinated Subsidiary Guarantors

is referred to as a “Senior Subordinated Subsidiary Guarantee”, and “Senior Subordinated Subsidiary Guarantees” means both of such guarantees. Each Senior Subordinated Subsidiary Guarantee is subject to the provisions of the Intercreditor Deed.

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

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

(iii)The phrase “the Senior Subordinated Subsidiary Guarantor” is hereby replaced with “such Senior Subordinated Subsidiary Guarantor” as follows: (a) the second, third and fourth time such term is used in the definition of “Senior Subordinated Indebtedness;” (b) the second, third and fourth time such term is used in Section 4.20; (c) the second time such term is used in Section 11.01(e); (d) each time (other than the first time) such term is used in Section 11.02(b); (e) the second, third, fourth, sixth, seventh, eighth, ninth and tenth time such term is used in Section 12.01; (f) the second and third time such term is used in the second paragraph of Section 12.02; and (g) the third, fourth and sixth time such term is used in Section 12.03.

(iv)The phrase “the Senior Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “each Senior Subordinated Subsidiary Guarantor” as follows: (a) in the definition of “Note Guarantor;” (b) in the definition of “Subsidiary Guarantor;” (c) the first time such term is used in Section 11.01(e); (d) in Section 11.01(h); and (e) the first and fifth time such term is used in Section 12.01.

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

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

(vii)The phrase “the Senior Subordinated Subsidiary Guarantee” is hereby replaced with the phrase “such Senior Subordinated Subsidiary Guarantee” in the final paragraph of Section 11.02(b).

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

(ix)The phrase “of such Senior Subordinated Subsidiary Guarantor” is hereby inserted immediately after the phrase “the Senior Subordinated Subsidiary Guarantee” in clause (c) of the definition of “Senior Indebtedness.”

(x)“VMIH” is hereby replaced with the phrase “a Senior Subordinated Subsidiary Guarantor” in the definition of “Senior Indebtedness.”

SECTION 3.  Miscellaneous

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

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

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

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

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

(G)The titles and headings of the sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture, and shall in no way modify or restrict any of the terms or provisions hereof.

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

[Signature pages follow]

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

SIGNATURES

VIRGIN MEDIA FINANCE PLC		VIRGIN MEDIA COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE	By:	/s/ ROBERT MACKENZIE
	Name: Robert Mackenzie		Name: Robert Mackenzie
	Title: Director		Title: Director
VIRGIN MEDIA INC.		VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:	/s/ BRYAN HALL	By:	/s/ ROBERT MACKENZIE
	Name: Bryan H. Hall		Name: Robert Mackenzie
	Title: Secretary		Title: Director
VIRGIN MEDIA HOLDINGS INC.		VIRGIN MEDIA INVESTMENTS LIMITED
By:	/s/ BRYAN HALL	By:	/s/ ROBERT MACKENZIE
	Name: Bryan H. Hall		Name: Robert Mackenzie
	Title: Secretary		Title: Director
VIRGIN MEDIA (UK) GROUP, INC.		VIRGIN MEDIA GROUP LLC
By:	/s/ ROBERT MACKENZIE	By:	/s/ BRYAN HALL
	Name: Robert Mackenzie		Name: Bryan H. Hall
	Title: President		Title: Secretary

[Supplemental Indenture]

THE BANK OF NEW YORK MELLON
By:	/s/ MICHAEL LEE
	Name: Michael Lee
	Title: Senior Associate
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
By:	/s/ MICHAEL LEE
	Name: Michael Lee
	Title: Authorised Signatory

[Supplemental Indenture]

EXHIBIT A

FORM OF SENIOR SUBORDINATED SUBSIDIARY GUARANTEE

For value received, each of the undersigned (the “Senior Subordinated Subsidiary Guarantors”), to the extent set forth in and subject to the terms of the Indenture, dated as of November 9, 2009, as amended or supplemented from time to time (the “Indenture”), among Virgin Media Finance PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc., a Delaware corporation (“Parent”), Virgin Media Group LLC, a Delaware limited liability company, Virgin Media Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin Media Communications Limited, a limited company organized under the laws of England and Wales, Virgin Media Investment Holdings Limited, a limited company organized under the laws of England and Wales, Virgin Media Investments Limited, a limited company organized under the laws of England and Wales, The Bank of New York Mellon, as trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A., hereby jointly and severally with each other Note Guarantor irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of or interest on or premium, if any, on the Notes and all other monetary obligations of the Issuer under the Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Senior Subordinated Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Senior Subordinated Subsidiary Guarantor, and that such Senior Subordinated Subsidiary Guarantor shall remain bound under this Guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

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

Each Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Senior Subordinated Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary Guarantee voidable under applicable law relating to ultra vires, fraudulent conveyance, fraudulent transfer, corporate benefit or similar laws affecting the rights of creditors generally.

[Signatures on following page]

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

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:
	Name:
	Title:
VIRGIN MEDIA INVESTMENTS LIMITED
By:
	Name:
	Title:

[Senior Subordinated Subsidiary Guarantee]

EX-10.14

Exhibit 10.14

Description of the 2007-2009 Long-Term Incentive Plan

On May 16, 2007, Virgin Media Inc. (the “Company”), at a meeting of its Compensation Committee, granted stock options and restricted stock units to its executive officers and other key employees of the Company and its subsidiaries.  The grants comprise the Company’s long-term incentive program in respect of its 2007 through 2009 fiscal years.  The Company intends that these awards, which were granted pursuant to its 2006 Stock Incentive Plan (the “Plan”), will motivate and retain its executive officers and other key employees of the Company and its subsidiaries and will provide them with the financial incentive to engage in high levels of performance and thereby increase the value of the Company to its shareholders.

The aggregate value of the stock options granted to each award recipient is equal to fifty percent of his or her current annual base salary.  The value of the options was determined using the Black-Scholes method, and the per-share exercise price is equal to the fair market value per share of the Company’s common stock on the date of grant, in accordance with the Plan.  The options have a ten-year term and will vest, subject to continued employment, in twenty percent increments on each of January 1, 2008, 2009, 2010, 2011 and 2012, subject to accelerated vesting in the event of a change in control of the Company.

Each restricted stock unit represents a contractual right to receive, upon vesting, one share of common stock of the Company or cash equal to the value of one share of common stock on the vesting date (at the Company’s option).  The restricted stock units will vest if (1) the Company meets certain performance goals based on its long-term model in respect of the period from January 1, 2007 through December 31, 2009 and (2) the award recipient remains continuously employed by the Company or any of its subsidiaries through the payment date, which will be not later than April 30, 2010.  Each restricted stock unit agreement establishes a minimum level of performance below which no restricted stock units will vest, an intermediate level of performance at which half of the restricted stock units (with a value of 50% of base salary (based on the value of the restricted stock units on the grant date)) will vest, and a maximum level of performance at which all of the restricted stock units (with a value of 100% of base salary (based on the value of the restricted stock units on the grant date)) will vest.  Between these thresholds, vesting will be extrapolated on a linear basis.  If the award recipient’s employment terminates prior to the payment date, the restricted stock units will be forfeited.  The vesting of the restricted stock units will not accelerate in the event of a change in control of the Company.

Options to purchase an aggregate of 2,139,145 shares of common stock and an aggregate of 1,232,782 restricted stock units were awarded to approximately 102 award recipients.  Awards will be made in the future to employees who are not executive officers of the Company, but these awards are not expected to be material (individually or in the aggregate).

EX-10.18

Exhibit 10.18

Description of the 2009-2011 Long-Term Incentive Plan

On June 10, 2009, the compensation committee (the “Committee”) of the Board of Directors of Virgin Media Inc. (the “Company”) approved the 2009-2011 long-term incentive plan (the “2009 LTIP”), which includes the grant of stock options and restricted stock units to its executive officers (excluding the Chairman and the Chief Executive Officer) and other key employees of the Company and its subsidiaries.   The 2009 LTIP is comprised of (1) option grants that vest based solely on time in five equal annual installments beginning January 1, 2010, and (2) restricted stock unit grants with cliff-vesting after three years that are linked to the achievement of performance criteria over the three-year period. On June 12, 2009 (the “Grant Date”), the Company granted the stock options and restricted stock units under the 2009 LTIP to the eligible participants.

Fair Value of the Awards

The grant date fair value of the options awarded under the 2009 LTIP was determined using the Black-Scholes pricing model, and the exercise price is equal to the average of the high and low stock prices of the Company’s common stock on the Grant Date.  The options will have a ten-year term and will vest, subject to continued employment, in twenty percent increments on each of January 1, 2010, 2011, 2012, 2013 and 2014, subject to accelerated vesting in the event of a change in control of the Company.

The grant date fair value of the restricted stock units awarded under the 2009 LTIP was based on the average of the high and low stock prices of the Company’s common stock on the Grant Date. The restricted stock units will vest if (1) the Company meets certain performance goals based on its long-term model for cumulative group simple cash flow in respect of the period from January 1, 2009 through December 31, 2011 and (2) the award recipient remains continuously employed by the Company or any of its subsidiaries through the payment date, which will be not later than April 30, 2012.

Performance Criteria for the Restricted Stock Units

The performance criteria for the restricted stock units is based on a cumulative group simple cash flow in respect of the period from January 1, 2009 through December 31, 2011, being operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, less fixed asset additions on an accrual basis (excluding additions in respect of Electronic Equipment Waste Obligations accrued under FASB Staff Position FAS 143-1).  The performance criteria include minimum and on-target performance levels. Each restricted stock unit agreement will establish a minimum level of performance below which no restricted stock units will vest and an on-target level of performance at which all of the restricted stock units (with a grant date fair value of 50% of base salary (based on the value of the restricted stock units on the Grant Date)) will vest.  Between these levels, vesting will be extrapolated on a linear basis. If the performance is below the minimum level, the restricted stock units will lapse.

Equivalent payments may be made in cash rather than common stock at the Committee’s discretion. If the award recipient’s employment terminates prior to the payment date or if the recipient has not entered into new terms and conditions of employment with the Company or any of its subsidiaries on terms satisfactory to the Company on or before July 31, 2009 (unless otherwise agreed by the Company), the restricted stock units will be forfeited.  The vesting of the restricted stock units will not accelerate in the event of a change in control of the Company.

2009 LTIP Grants

Options to purchase an aggregate of approximately 4.0 million shares of common stock and an aggregate of approximately 1.6 million restricted stock units (based on the on-target level of 100% being achieved) were awarded to 117 award recipients.  The exercise price of the option is $8.73 per share, being the average of the high and low stock prices, on the Grant Date.  The options may not be exercised by a recipient unless such person has entered into new terms and conditions of employment with the Company or any of its subsidiaries on terms satisfactory to the Company on or before July 31, 2009.   If the exercise condition is not satisfied, the options will terminate in full on August 1, 2009 unless otherwise agreed by the Company.

Additional awards under the 2009 LTIP may be made during the 2009 fiscal year.

EX-10.23

Exhibit 10.23

Description of the 2010-2012 Long-Term Incentive Plan

On January 7, 2010, the compensation committee (the “Committee”) of the Board of Directors of Virgin Media Inc. (the “Company”) approved the Company’s 2010-2012 long-term incentive plan (the “2010 LTIP”), which includes the grant of stock options and restricted stock units to its executive officers (excluding the Chairman and the Chief Executive Officer) and other key employees of the Company and its subsidiaries.  The 2010 LTIP is designed to incentivize senior managers to meet stringent business performance targets, which are aligned with driving long-term stockholder value, over a three-year period.  The 2010 LTIP consists of awards of stock options and performance-based restricted stock units under the Company’s Stock Incentive Plan.

Overall Structure

The 2010 LTIP is comprised of (1) option grants that vest based solely on time in approximately twenty percent increments, beginning January 1, 2011, and (2) restricted stock unit grants with cliff-vesting after three years that are linked to the achievement of performance criteria over the three-year period (January 1, 2010 to December 31, 2012), in each case, subject to continued employment with the Company to the vesting date.  Options with a face value of 100% of the recipient’s base annual salary were granted to all eligible employees, subject to the conditions above.  Of this total, options with a face value of £30,000 per eligible employee were granted under the CSOP.  These options, to the extent granted to US nationals, are also intended to qualify as Incentive Stock Options under applicable US tax legislation.  For senior executives, restricted stock units with a face value of up to 150% of the recipient’s annual base salary were granted, subject to the conditions above.  For other eligible employees, restricted stock units with a face value of up to 75% of the recipient’s annual base salary were granted, subject to the conditions above.

The options will have a ten-year term.  The vesting of the options will accelerate in the event that there is a change in control of the Company and the individual is terminated for good reason or without cause within 12 months of the change of control event. If CSOP option vesting is accelerated, those options to which accelerated vesting is applied may in certain circumstances cease to qualify for the favorable tax treatment otherwise applicable (unless accelerated vesting is for certain specific good leaver reasons) to CSOP options and the tax treatment will be that applicable to options granted otherwise under the 2010 LTIP.

Grant Date

The options were granted on January 7, 2010 with the exception of the CSOP options, which were granted on January 8, 2010 following HMRC’s approval of the CSOP.  The restricted stock units were granted on January 7, 2010.

Value of the Awards

The grant date face value of the options awarded under the 2010 LTIP is determined using the average of the high and low stock prices of the Company’s common stock on the grant date, and the exercise price is equal to the average of the high and low stock prices of the Company’s common stock on the grant date.  The grant date face value of the restricted stock units awarded under the 2010 LTIP is determined using the average of the high and low stock prices of the Company’s common stock on the grant date.

Performance Criteria for the Restricted Stock Units

The performance criteria for the restricted stock units is as follows: (i) 50% based on achievement of a cumulative simple cash flow (“SCF”) target in respect of the period from January 1, 2010 through December 31, 2012, being operating income before depreciation, amortization, goodwill and other intangible asset impairments and restructuring and other charges, less fixed asset additions on an accrual basis (excluding additions in respect of Electronic Equipment Waste Obligations accrued under the Asset Retirement and Environmental Obligations Topic of the FASB Accounting Standards Codification) and (ii) 50% based on total shareholder value (“TSV”) performance in respect of the period from January 1, 2010 through December 31, 2012 relative to a pre-determined performance comparator group.  For senior executives, vesting of any SCF-based award with grant date face value of greater than 50% of the recipient’s annual base salary also requires top quartile TSV performance.  Further, if TSV growth is negative, the number of restricted stock units vesting based on TSV performance (except in respect of the SCF-based award) will be reduced by half from the percentage otherwise applicable.

The performance criteria include minimum and maximum performance levels. Each restricted stock unit agreement will establish a minimum level for each performance condition below which no restricted stock units will vest and a maximum level of performance at which all of the restricted stock units will vest.  If the performance is below the minimum level, the restricted stock units subject to such performance condition will lapse.

Equivalent payments may be made in cash rather than common stock at the Committee’s discretion. If the award recipient’s employment terminates prior to the payment date, the restricted stock units will be forfeited.  The vesting of the restricted stock units will not accelerate in the event of a change in control of the Company.

2010 LTIP Grants

Options to purchase an aggregate of approximately 1.7 million shares of common stock and an aggregate of approximately 1.7 million restricted stock units (based on the maximum target level being achieved) were awarded to 122 award recipients.  The exercise price of the options granted on January 7, 2010 is $17.16 per share and the exercise price of the CSOP options granted on January 8, 2010 is $17.12 per share, in each case being the average of the high and low stock prices on the relevant grant date.  Additional awards under the 2010 LTIP may be made during the 2010 fiscal year.

EX-10.30

Exhibit 10.30

Description of the Virgin Media Inc. 2010 Bonus Scheme

The compensation committee of Virgin Media Inc.’s board of directors approved the Company’s 2010 bonus scheme (the “2010 Bonus Scheme”) on January 7, 2010 covering almost half of the Company’s employees, including the Company’s named executive officers. The principal terms of the 2010 Bonus Scheme are set forth below:

Bonus Percentage and Scheme Levels

The 2010 Bonus Scheme offers employees an opportunity to receive a bonus equal to a percentage of their base salary. The percentages range from 5 - 100% of base salary (depending on employee level) for on-target performance of a number of performance targets, with a potential maximum payment of double the on-target percentage. Employees also have the opportunity to earn up to 1.5 times the calculated bonus amount depending on the employee’s individual personal performance during the year.

Qualifying Gate Target

In order for any bonuses to be payable, the Company must achieve a qualifying financial performance target (the “2010 Bonus Qualifying Gate”), which is based on the Company’s 2010 budgeted full year OCF (which is defined as operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges). If the 2010 Bonus Qualifying Gate is not achieved, no bonus payments will be made under the 2010 Bonus Scheme.

Divisional and Individual Performance Targets

If the Qualifying Gate is achieved, bonuses will be payable according to achievement against the group performance targets, as well as individually upon the achievement of personal objectives.  The performance targets are an appropriately weighted mix of financial and operational metrics for the group, and measure: (i) OCF; (ii) customer satisfaction; and (iii) gross margin.

For all measures, the amount to be achieved for on-target performance (the “100% Threshold”) is generally equal to the reasonably targeted amount for that measure. A maximum target (the “200% Threshold”) is also set for each measure at which the bonus percentage payable is twice the on-target percentage payable. A minimum target (the “50% Threshold”) is also set at which the bonus payable is one-half of the on-target percentage payable. If the minimum 50% Threshold is not achieved for a particular measure, no bonus percentage is earned in respect of that measure. Percentage payments are structured to rise on a linear basis between the 50% Threshold and the 100% Threshold and between the 100% Threshold and the 200% Threshold.

Performance Multiplier

Individual achievement against a personal objectives scorecard will determine a personal multiplier against that individual’s divisional performance. The award

amount will depend on an individual’s final performance rating which is based on achievement of personal objectives and the way in which they are achieved. An individual could earn up to 150% of the divisional bonus if his or her performance was considered exceptional during the year.

Approval and Timing

Payments made under the 2010 Bonus Scheme will be approved by the compensation committee. Bonus payments will be measured on full year performance and if performance is achieved they will be paid in one installment on or around March 31, 2011.

Changes to Targets and Scheme Rules

The performance targets and rules to the 2010 Bonus Scheme may be varied at any time by agreement of the compensation committee.

EX-10.48

Exhibit 10.48

Mr A Barron

[Address Intentionally Omitted]

16th December 2009

Dear Andrew

It has been an exciting and challenging year during which you have taken a great lead in delivering significant improvement across Customer and Operations.

I am pleased to confirm that with effect from 4th January 2010 your role will be Chief Operating Officer, reporting to me. Your terms and conditions of employment remain unchanged. Should your role change in the future, all terms and conditions would be reviewed.

I look forward to your continued and expanded contribution to the GEC as we focus on the next 2 to 3 years, in particular as to how we as the leaders of Virgin Media can make a significant impact to our people.

To confirm your acceptance of this change, please sign and return one copy of this letter, in the enclosed pre-addressed envelope to Lisa Hersey, People Team, Building 270, Virgin Media Limited, Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP.

Yours sincerely,

/s/ Neil Berkett

Neil Berkett

CEO

Virgin Media Limited

1

IN WITNESS whereof this document has been executed and delivered on the date first before written.

SIGNED and DELIVERED as a DEED by VIRGIN MEDIA LIMITED acting by		} } }
		}	/s/ Elisa Nardi
		}
in the presence of :-		}	Director / Authorised Attorney
Signed	/s/ Angie Hill
Name	Angie Hill
Address	[Intentionally Omitted]
Occupation	Personal Assistant

I accept the changes to my terms and conditions.

Signed as a DEED by ANDREW BARRON in the presence of:	/s/ Andrew Barron	ANDREW BARRON The Executive
Witness signature: /s/ Fiona Hillman
Name: Fiona Hillman
Address: [Intentionally Omitted]
Occupation: Personal Assistant

2

EX-10.49

Exhibit 10.49

VIRGIN MEDIA INC.

RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT, dated as of November 2, 2009, between Virgin Media Inc., a Delaware corporation (the “Company”), and Andrew M Barron (the “Executive”).

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) wishes to grant to the Executive, and the Executive wishes to accept from the Company, shares of common stock of the Company, par value $0.01 per share (the “Restricted Stock”), to be granted pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”);

NOW, THEREFORE, the parties hereto agree as follows:

1.Grant of Restricted Stock.

The Company hereby grants to the Executive, and the Executive hereby accepts from the Company, 75,000 shares of Restricted Stock on the terms and conditions set forth in this Agreement.  This Agreement is also subject to the terms and conditions set forth in the Plan.  Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

2.Rights of Executive.

Except as otherwise provided in this Agreement, the Executive shall be entitled, at all times on and after the date that the shares of Restricted Stock are issued, to exercise all the rights of a stockholder with respect to the shares of Restricted Stock (whether or not the Transfer Restrictions thereon shall have lapsed), including the right to vote the shares of Restricted Stock and the right, subject to Section 6 hereof, to receive dividends thereon.  Notwithstanding the foregoing, prior to the Lapse Date (as defined below), the Executive shall not be entitled to transfer, sell, pledge, hypothecate, assign, or otherwise dispose of or encumber, the shares of Restricted Stock (collectively, the “Transfer Restrictions”).

3.Vesting and Lapse of Transfer Restrictions.

3.1The Transfer Restrictions on the Restricted Stock shall lapse and the Restricted Stock granted hereunder shall vest as provided for on Exhibit A hereto.

3.2Notwithstanding anything to the contrary provided in the Plan or otherwise, the Transfer Restrictions on all of the shares of Restricted Stock granted hereunder and then outstanding shall not lapse and such shares of Restricted Stock shall not vest solely due to the occurrence of an Acceleration Event.

4.Escrow and Delivery of Shares.

4.1Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive or the Executive’s estate as set forth in Section 4.2 hereof, subject to the Executive’s delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive or the Executive’s estate.

4.2Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Executive as soon as practicable following the Lapse Date, provided that the Executive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock.

4.3The Executive may receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws.

4.4Prior to the Lapse Date, each stock certificate evidencing shares of Restricted Stock shall bear a legend in substantially the following form:

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture, restrictions against transfer and rights of repurchase, if applicable) contained in the Restricted Stock Agreement (the “Agreement”) between the registered owner of the shares represented hereby and the Company.  Release from such terms and conditions shall be made only in accordance with the provisions of the Agreement, a copy of which is on file in the office of the Secretary of Virgin Media Inc.”

4.5As soon as practicable following the Lapse Date, the Company shall issue new certificates in respect of the shares that have vested as of the Lapse Date which shall not bear the legend set forth in Section 4.4, which certificates shall be delivered in accordance with Section 4.2 hereof.

5.Effect of Termination of Employment for any Reason.

Upon termination of the Executive’s employment with the Company and its Affiliates, if applicable, for any reason, the Executive shall forfeit the shares of Restricted Stock which are then subject to the Transfer Restrictions, and, from and after such forfeiture, such shares of Restricted Stock shall cease to be outstanding and the Executive shall have no rights with respect thereto; provided, that, if the Executive’s employment shall terminate after the end of a fiscal year of the Company and prior to the date of the determination as to whether the performance conditions applicable to such fiscal year have been met, the shares of Restricted Stock subject to vesting in respect of such fiscal year shall remain outstanding following the termination of the Executive’s employment and shall vest or be forfeited when such determination is made, in either case based on such determination.

6.Dividend Rights.

All dividends declared and paid by the Company on shares of Restricted Stock shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3 hereof (and shall be subject to forfeiture upon forfeiture of the shares of Restricted Stock as to which such deferred dividends relate).  The deferred dividends shall be held by the Company for the account of the Executive.  Upon the Lapse Date, the dividends allocable to the shares of Restricted Stock as to which the Transfer Restrictions have lapsed shall be paid to the Executive (without interest).  The Company may require that the Executive invest any cash dividends received in additional Restricted Stock which shall be subject to the same conditions and restrictions as the Restricted Stock granted under this Agreement.

7.No Right to Continued Employment.

Nothing in this Agreement shall be interpreted or construed to confer upon the Executive any right with respect to continuance of employment by the Company or any of its Affiliates, nor shall this Agreement interfere in any way with the right of the Company or any such Affiliate to terminate the Executive’s employment at any time.

8.Withholding of Taxes.

The Executive shall pay to the Company, or the Company and the Executive shall agree on such other arrangements necessary for the Executive to pay, the applicable federal, state and local income taxes required by law to be withheld (the “Withholding Taxes”), if any, upon the vesting and delivery of the shares.  The Company shall have the right to deduct from any payment of cash to the Executive an amount equal to the Withholding Taxes in satisfaction of the Executive’s obligation to pay Withholding Taxes.

9.Modification of Agreement.

This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

10.Severability.

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.

11.Governing Law.

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof which might result in the application of the laws of any other jurisdiction.

12.Successors in Interest; Transfer.

This Agreement shall inure to the benefit of and be binding upon any successor to the Company.  This Agreement shall inure to the benefit of the Executive’s heirs, executors, administrators and successors.  All obligations imposed upon the Executive and all rights granted to the Company under this Agreement shall be binding upon the Executive’s heirs, executors, administrators and successors.  This Agreement is not assignable by the Executive.

[the remainder of this page is intentionally blank.]

VIRGIN MEDIA INC.
By:	/s/ Neil A. Berkett
Name:	Neil A. Berkett
Title:	Chief Executive Officer

ACCEPTED AND AGREED
By:	/s/ Andrew M. Barron
Name:	Andrew M. Barron

EXHIBIT A

PERFORMANCE CONDITIONS

The Transfer Restrictions shall lapse and the Restricted Stock granted hereunder shall vest on March 1, 2011 subject to continuous employment and the achievement of performance conditions to be determined by the Chief Executive Officer and the Compensation Committee for the 2010 fiscal year.

EX-10.53

Exhibit 10.53

VIRGIN MEDIA INC.

909 Third Avenue

New York, New York 10022

Mr. Mark Schweitzer

[Address Intentionally Omitted]

With a copy to:

[Address Intentionally Omitted]

10 December, 2009

Dear Mark,

Amendment Letter to your Employment Agreement

Reference is made to the employment agreement, dated as of September 18, 2007, between you and Virgin Media Inc., and as amended by letter agreement, dated as of November 28, 2008, and as further amended by letter agreement, dated as of July 31, 2009, between you and Virgin Media Inc. (the “Employment Agreement”).

In consideration of the mutual covenants contained herein, and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the terms of the Employment Agreement will remain in effect in all respects, except as follows:

Employment Term:	Section 2(a) shall be amended so that your contract is extended from March 31, 2010 to June 30, 2010.
Bonus:	In addition to any amount payable pursuant to Section 6(c), you shall be eligible to receive a pro rata payment pursuant to the Company’s Bonus Scheme, payable in March 2011, subject to the achievement of the relevant performance conditions and the usual terms and conditions.

This letter confirms our understanding on these matters and your Employment Agreement with the Company is amended in accordance with the foregoing.  Terms used but not defined in this letter shall have the meaning of such terms as defined in your Employment Agreement.

This letter shall be governed by and construed in accordance with the internal laws of the State of New York (without regard, to the extent permitted by law, to any conflict of law rules which might result in the application of laws of any other jurisdiction).

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Yours sincerely,
VIRGIN MEDIA INC.
By:	/s/ Bryan H Hall
Name:		Bryan H Hall
Title:		Secretary and General Counsel
AGREED & ACCEPTED:
/s/ Mark Schweitzer
Mark Schweitzer

2

EX-10.54

Exhibit 10.54

VIRGIN MEDIA INC.

909 Third Avenue

New York, New York 10022

Mr. Mark Schweitzer

[Address Intentionally Omitted]

February 4, 2010

Dear Mark,

Amendment Letter to your Employment Agreement

Reference is made to the employment agreement, dated as of September 18, 2007, between you and Virgin Media Inc., and as amended by letter agreement, dated as of November 28, 2008, July 31, 2009 and December 10, 2009 between you and Virgin Media Inc. (the “Employment Agreement”).

In consideration of the mutual covenants contained herein, and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the terms of the Employment Agreement will remain in effect in all respects, except as follows:

Additional Cash Bonus:	In addition to any amount payable pursuant to Section 6(c) of the Employment Agreement, the Executive shall be eligible to receive a cash bonus of up to £165,000, subject to the achievement of performance conditions established by the Chief Executive Officer and the Compensation Committee and such payment, if any, shall be made as soon as practicable following the execution and delivery to the Company of the general release of claims set forth in Section 6(f) of the Employment Agreement and the expiration of any applicable revocation period and, in any event, no later than March 15, 2011.
Long Term Incentive Plan:	The Company shall, subject to your execution and delivery to the Company of the general release of claims set forth in Section 6(f) of the Employment Agreement, make, on a basis pro rata to your service in 2008 through 2010 as a percentage of the total period, any 2008/2010 Long Term Incentive Plan vesting or payment of the restricted stock unit element of such plan, if any, to you at the same time such payments are made to the Company’s employees and, in any event, no later than March 15, 2011.
Exercise period for vested stock options:	The exercise period for any stock options issued under the Virgin Media Inc. 2006 Stock Incentive Plan which have vested as at June 30, 2010 shall be extended from three months to twelve months.

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This letter confirms our understanding on these matters and your Employment Agreement with the Company is amended in accordance with the foregoing.  Terms used but not defined in this letter shall have the meaning of such terms as defined in your Employment Agreement.

This letter shall be governed by and construed in accordance with the internal laws of the State of New York (without regard, to the extent permitted by law, to any conflict of law rules which might result in the application of laws of any other jurisdiction).

Yours sincerely,
VIRGIN MEDIA INC.
By:	/s/ Bryan H Hall
Name:		Bryan H Hall
Title:		Secretary and General Counsel
AGREED & ACCEPTED:
/s/ Mark Schweitzer
Mark Schweitzer

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EX-10.56

Exhibit 10.56

VIRGIN MEDIA LIMITED

and

PAUL BUTTERY

SERVICE AGREEMENT

Virgin Media Limited

160 Great Portland Street

London

W1W 5QA

CONTENTS

Clause		Page
1	DEFINITIONS AND INTERPRETATION	1
2	TERM OF EMPLOYMENT	2
3	DUTIES	2
4	HOURS OF WORK	3
5	GRATUITIES	3
6	CODES OF CONDUCT	3
7	REMUNERATION	4
8	PENSION SCHEME	5
9	OTHER BENEFITS	5
10	COMPANY CAR ALLOWANCE	7
11	EXPENSES	7
12	ANNUAL LEAVE	7
13	ILLNESS	7
14	RESTRICTIONS DURING EMPLOYMENT	8
15	INTELLECTUAL PROPERTY	8
16	CONFIDENTIALITY	9
17	DATA PROTECTION	10
18	DEDUCTIONS FROM SALARY	10
19	HEALTH AND SAFETY	11
20	ENTITLEMENT TO WORK IN THE UK	11
21	MONITORING	11
22	TERMINATION OF EMPLOYMENT	11
23	SUSPENSION AND GARDEN LEAVE	13
24	TERMINATION AND RETURN OF COMPANY PROPERTY	14
25	RECONSTRUCTION OR AMALGAMATION	14
26	RESTRICTIONS AFTER EMPLOYMENT	15
27	SEVERABILITY	18
28	THIRD PARTIES	18
29	NOTICES	18
30	STATUTORY INFORMATION	19

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31	MISCELLANEOUS	19
32	CHANGES TO TERMS AND CONDITIONS	19
SCHEDULE 1		19
	Statement Of Particulars Pursuant To The Employment Rights Act 1996	20
SCHEDULE 2		21
	Certificate of Compliance	21

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THIS DEED is made on 31 July 2009

BETWEEN:

(1)Virgin Media Limited whose registered office is at 160 Great Portland Street, London, W1W 5QA (the “Company”); and

(2)Paul Buttery of [Address intentionally omitted] (the “Executive”). 

RECITAL

The Company shall employ the Executive and the Executive shall serve the Company as Managing Director - Access and Networks on the following terms and subject to the following conditions (the “Agreement”):

NOW THIS DEED WITNESSES:

1DEFINITIONS AND INTERPRETATION

1.1In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:

“Compensation Committee”

the Compensation Committee of Virgin Media Inc.;

“Garden Leave”

any period during which the Company has exercised its rights under clause 23.2; and

“Group”

the Company, its holding company (as defined in Section 736 of the Companies Act 1985) (including, without limitation, Virgin Media Inc.) and its group undertakings (as defined in Sections 258 and 259 of the Companies Act 1985) from time to time and “Group Company” means any one of them.

1.2Any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment of it.

1.3The headings in this Agreement are for convenience only and shall not affect its construction or interpretation.

1.4References in this Agreement to a person include a body corporate and an incorporated association of persons and references to a company include any body corporate.

1.5Where appropriate, references to the Executive include his personal representatives.

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1.6In this Agreement unless the context otherwise requires, the masculine includes the feminine and vice versa.

2TERM OF EMPLOYMENT

2.1The employment of the Executive shall be deemed to have commenced on 27 February 2006 and (subject to termination as provided below) shall be for an indefinite period terminable by either party giving to the other 12 months notice in writing. With effect from the date of this Agreement, all previous employment agreements shall cease to have effect.

2.2Notwithstanding clause 2.1 above the employment of the Executive shall automatically terminate on the day when the Executive reaches age 65.

2.3The Executive represents and warrants that he is not bound by or subject to any contract, court order, agreement, arrangement or undertaking which in any way restricts or prohibits him from entering into this Agreement or performing his duties under it and undertakes to indemnify the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as a result of any claim that he is in breach of any such obligations.

3DUTIES

3.1The Executive shall during his employment under this Agreement:

3.1.1perform the duties and exercise the powers which the Chief Customer and Operations Officer may from time to time properly assign to him in his capacity as Managing Director - Access and Networks in connection with the conduct and management of the business of any Group Company (including serving on the board of such Group Company or on any other executive body or any committee of such a company);

3.1.2do all in his power to promote, develop and protect the business of the any Group and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the Group;

3.1.3devote the whole of his working time and attention to the duties assigned to him;

3.1.4faithfully and diligently serve the Group;

3.1.5act in the best interests of the Group;

3.1.6comply with his fiduciary duties;

3.1.7not enter into any arrangement on behalf of the Group which is outside its normal course of business or his normal duties or which contains unusual or onerous terms; and

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3.1.8report the wrongdoing (including acts of misconduct, dishonesty, breaches of contract, fiduciary duty, company rules or the rules of the relevant regulatory bodies) whether committed, contemplated or discussed by any other director or member of staff of any Group Company of which the Executive was aware to the General Counsel and/or Chief People Officer immediately, irrespective of whether this may involve some degree of self incrimination.

3.2The Executive shall give such information regarding the affairs of the Group as senior management shall require, and in any event, report regularly and keep senior management informed.

3.3The Executive’s normal place of work will be Bartley Wood Business Park, Bartley Way, Hook, Hampshire RG27 9UP. The Executive agrees that he may however work in any place within the United Kingdom, which the Company may reasonably require and he may be required to travel abroad when required by the Group for the proper performance of his duties.

4HOURS OF WORK

4.1The Executive will comply with the Group’s normal hours of work and will also work such additional hours as are reasonably necessary to perform his duties.  He will not receive any further remuneration for any hours worked in addition to the normal working hours.

4.2The Executive agrees that the performance of his duties pursuant to this Agreement may require him to work more than 48 hours per week and consents to opt out of that part of the Working Time Regulations 1998 which limits the working week to a maximum of 48 hours averaged over 17 weeks.  The Executive may withdraw this consent to work more than 48 hours per week by giving not less than three months’ notice to the General Counsel or Managing Director, HR.

5GRATUITIES

5.1The Executive shall not directly or indirectly accept any commission, rebate, discount or gratuity in cash or in kind from any person who has or is having or is likely to have a business relationship with any Group Company unless the gratuity is of minimal value and only made on an occasional basis.

5.2Notwithstanding clause 5.1 above, the Executive shall register any such gratuity on the Gifts and Hospitality Register, whether or not any such gift or hospitality is accepted.  Details of the Gifts and Hospitality Register are available from Human Resources or via the Group Risk and Human Resources intranet sites.

6CODES OF CONDUCT

6.1The Executive shall comply (and procure that his spouse and minor children shall comply) with all applicable rules and regulations of the NASDAQ Exchange and the laws of the United States of America applicable to any Group Company, including without limitation the regulations of the U.S. Securities and Exchange Commission,

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and any other codes, rules or regulations of any other relevant regulatory authority in the UK, USA or any other relevant jurisdiction from time to time in relation to the holding or trading of shares, debentures or other securities.

6.2The Executive shall comply with any Codes of Conduct of the Group (including but not limited to the Group’s Code of Conduct together with the Code of Ethics for Principle Executive and Senior Officers of Virgin Media Inc. and the Group’s Insider Trading Policy) from time to time in force and any other relevant regulatory authority.  The Company may require from time to time questionnaires or other forms to be completed by the Executive in connection with these Codes of Conduct and other policies; the Executive agrees to complete these forms in a timely fashion.

6.3The Executive shall sign the Group’s Certificate of Compliance in relation to any such codes; a copy of the Certificate is appended to this Agreement under Schedule 2.  In the event that the Company requires further certifications, the Executive agrees to comply in a timely fashion.

7REMUNERATION

7.1The Company shall pay to the Executive a salary at the rate of two hundred and ninety thousand pounds (£290,000) gross per year subject to deductions for income tax and national insurance contributions and inclusive of any fees payable to him by reason of his holding any Office in any Group Company.

7.2The Executive’s salary shall accrue from day to day and be payable by equal monthly instalments in arrears on or about the 26th of each month.

7.3The Executive’s salary shall be reviewed once in every year.  The undertaking of a salary review does not confer a contractual right (whether express or implied) to any increase in salary and the Executive acknowledges that any salary increase is at the discretion of the Company.

7.4The Executive is eligible to participate in such bonus scheme as the Group may from time to time nominate subject to the rules of such scheme as amended from time to time.  The payment of any bonus together with any amount payable is at the Group’s absolute discretion and may from time to time be determined by the Group. A bonus if awarded may be in cash, shares (restricted or otherwise) of Virgin Media Inc. or options or phantom options over such shares or a mixture thereof at the discretion of the Compensation Committee.  Any bonus payment will not be part of the contractual remuneration or fixed salary hereunder.  Details of the bonus scheme will be communicated to the Executive separately.

7.5The entitlement to and payment of any bonus is conditional upon the Executive being employed and not having given notice on the last calendar day of the month in which the bonus is paid (currently March).  The Executive acknowledges that the termination of the Executive’s employment whether lawful or unlawful prior to the last calendar day of the relevant bonus period shall not in any circumstance give rise to a claim by the Executive for compensation in lieu of such bonus or compensation

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to cover the loss of opportunity to earn such bonus. In the event that the Company improves this policy for senior executives, it will consider application of that policy to the Executive.

7.6If the Compensation Committee determines that the Executive’s gross negligence, fraud or other misconduct has contributed to the Group having to restate all or a portion of its financial statements the Compensation Committee may if it determines in its sole judgment that it is in the Group’s interest to do so require reimbursement by the Executive of any payment made under any bonus scheme where: (1) the payment under that bonus scheme was predicated upon achieving certain financial results that were subsequently the subject of a restatement of Group financial statements filed with the U.S. Securities and Exchange Commission and/or the satisfaction of financial results or other performance metric criteria which the Compensation Committee subsequently determined were materially inaccurate; (2) the Compensation Committee determines that the Executive’s gross negligence, fraud or other misconduct contributed to the need for the restatement and/or inaccuracy; and (3) a lower bonus payment or award would have been made to the Executive based upon the restated financial results or accurate financial results or performance metric criteria.  In any such case the Compensation Committee may, to the extent permitted by applicable law, recover from the Executive, whether or not he remains in employment with the Group, the amount by which the Executive’s bonus payment/award for the relevant period exceeded the lower payment/award, if any, that would have been made based on the restated financial results or accurate financial results or performance metric criteria.  The Executive agrees that he will upon demand by the Group repay to the Group the sum so demanded within 21 days of receiving the demand for payment and whether or not he remains the employee of the Group together with interest whichever is the greater of 5% or 1% above the Bank of England minimum lending rate from time to time from the date of the bonus payment or award to the date of actual repayment.

8PENSION SCHEME

8.1The Executive will be eligible to become a member of the Company’s group pension plan (“Pension Plan”), to which the Company contributes in accordance with rules of the Pension Plan and any prevailing Company limits, as amended from time to time, and subject to the approval of the Compensation Committee if applicable.  The Executive will be contracted into the State Second Pension (S2P) unless the Executive opts to contract-out or contracting-out is a requirement of the Executive’s plan.   The Executive’s contributions will be deducted from monthly salary payments and passed on to the Pension Plan provider.   At any time the Company may elect to suspend or terminate operation of the Pension Plan and replace them with another arrangement(s). An outline description of the terms of the Pension Plan, are set out in a member’s guide.  A copy of this document is available from Human Resources or may be available on the Group intranet site.

9OTHER BENEFITS

9.1The Executive may participate in the following schemes:

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9.1.1a private medical expenses scheme providing such cover for the Executive and his spouse/partner and children as defined in the rules of the scheme as the Company may from time to time notify to the Executive.  This benefit will be subject to deduction of tax in line with HM Revenue & Customs requirements;

9.1.2subject to the applicable waiting period, a salary continuance or long-term disability insurance scheme providing such cover for the Executive as the Company may from time to time notify to him;

9.1.3a life insurance scheme under which a lump sum benefit shall be payable on the Executive’s death while this Agreement continues; the benefit of which shall be paid to such dependants of the Executive or other beneficiary as the trustees of the scheme select at their discretion, after considering any beneficiaries identified by the Executive in any expression of the Executive’s wishes delivered to the trustees before his death.  The benefit is equal to 4 times the Executive’s annual gross earnings at his death but annual gross earnings for this purpose shall not exceed the relevant limits prescribed by the Company from time to time.  The Executive is required to complete all necessary paperwork to ensure eligibility to full benefit under the scheme.  The Company accepts no liability should full payment not be made on the basis that the Executive has failed to complete the requisite paperwork.  The Executive may be required to undergo examinations by a medical examiner appointed or approved by the Company in connection with the operation of the scheme; and/or

9.1.4a personal accident insurance scheme providing such cover for the Executive as the Company may from time to time notify to him.

9.2Benefits under any insurance scheme shall be subject to the rules of the scheme(s) and the terms of any applicable insurance policy and are conditional upon the Executive complying with and satisfying any applicable requirements of the insurers.  Copies of these rules and policies and particulars of the requirements shall be provided to the Executive on request.  The Company shall not have any liability to pay any benefit to the Executive under any insurance scheme unless it receives payment of the benefit from the insurer under the scheme.  The Company reserves the right to amend or withdraw any insurance scheme at its discretion from time to time.

9.3Any insurance scheme which is provided for the Executive is also subject to the Company’s right to alter the cover provided or any term of the scheme or to cease to provide (without replacement) the scheme at any time.

9.4The provision of any insurance scheme does not in any way prevent the Company from lawfully terminating this Agreement in accordance with the provisions of this Agreement even if to do so would deprive the Executive of membership of or cover under any such scheme.

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10COMPANY CAR ALLOWANCE

The Company shall provide the Executive with a non-pensionable car allowance of £12,500 gross per year payable in equal instalments monthly in arrears, together with payment of salary pursuant to clause 7.  Full details are contained in the Perk Car Policy which is available on the Group intranet site.  The Company reserves the right to review and amend these policies at any time.  It is a condition of the Executive’s employment that the Executive retains a current full driving licence (valid in the UK) and complies with the rules of the prevailing Perk Car Policy.  If the Executive fails to comply with these rules or is disqualified from driving for any period, the Company reserves the right to dismiss the Executive immediately without compensation in accordance with the Company’s Disciplinary Policy and Procedures.

11EXPENSES

The Company shall reimburse or procure that the Executive is reimbursed all expenses properly incurred in accordance with the Company’s Travel and Expenses policy in force from time to time and available on the Group intranet site or from Human Resources.

12ANNUAL LEAVE

12.1The Executive is entitled to 28 days holiday with pay every calendar year in addition to bank and other public holidays. The Company’s holiday year runs from 1 January to 31 December.

12.2The Company may refuse to allow the Executive to take holiday in circumstances where it would be inconvenient to the business (including bank or public holidays).  The Company reserves the right to refuse holiday (including holiday that has previously been approved) up to and including the day before the holiday is due to be taken.  In such circumstances the Company will however attempt to give as much notice as reasonably possible.

12.3If either party serves notice to terminate the employment the Company may require the Executive to take any accrued but unused holiday entitlement during the notice period (whether or not the Company has exercised its rights under clause 23.2).

12.4In all other respects unless detailed above, the Executive is subject to the terms of the Company’s annual leave policy which is available on the Group intranet site or from Human Resources.

13ILLNESS

13.1If the Executive is absent from work due to sickness or injury, the Executive may be eligible for Company sick pay, which is payable at the Company’s absolute discretion.  Subject to this discretion and provided the Executive complies with the Sickness Absence Policy requirements, the Executive will be paid according to the Executive’s normal basic salary rate.  Further details are set out in the Company’s

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Sickness Absence Policy which is available on the Group intranet site or can be obtained from Human Resources.

13.2If the Executive is incapable of performing his duties by reason of injury sustained wholly or partly as a result of negligence, nuisance or breach of any statutory duty on the part of a third party and the Executive recovers an amount by way of compensation for loss of earnings from that third party, he shall immediately pay that part of such amount to the Company which relates to loss of earnings for the period during which he was paid by the Company but unable to perform his duties under the Agreement.

13.3The Company shall be entitled to require the Executive to undergo examinations from time to time by a medical adviser appointed or approved by the Company and the Executive authorises the medical adviser and/or will provide such consents as are necessary to disclose to the Company the results of such examinations.

14RESTRICTIONS DURING EMPLOYMENT

14.1The Executive shall not during his employment with the Company and warrants to the Company that as at the date of this agreement he is not (save as a representative of the Company or with the prior written approval of the General Counsel or Chief Executive Officer) whether directly or indirectly, paid or unpaid, be engaged or concerned in the conduct of, be or become an employee, agent, partner, consultant or director of or assist or have any financial interest in any other actual or prospective business or profession which is similar to or in competition with the business carried on by any Group Company or which may reasonably be thought by the Company to interfere, conflict or compete with the proper performance of the Executive’s obligations to the Group. The Executive may not hold any office as a director or chairman of another company without the prior written consent of the Company.  In any event, the Executive may not be the chairman of a FTSE 100 company or be a non-executive director of more than one such company.

14.2The Executive shall be permitted to hold shares or securities of a company any of whose shares or securities are quoted or dealt in on any recognised investment exchange provided that any such holding shall not exceed one per cent of the issued share capital of the company concerned and is held by way of bona fide investment only (“Investment”).

14.3The Executive shall disclose to the Company any matters relating to his spouse or civil partner (or anyone living as such), their children, stepchildren, parents or any trust or firm whose affairs or actions he controls which, if they applied to the Executive, would contravene clauses 14.1 or 14.2 to the extent that he has actual knowledge of such matters.

15INTELLECTUAL PROPERTY

15.1“Intellectual Property Rights” means any patents, trade marks, service marks, design rights, registered designs, applications for any of the foregoing, copyright,

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database rights, know-how and other similar rights or obligations whether registrable or not in any country.

15.2The parties agree that any Intellectual Property Rights in any material or invention that the Executive creates (or participates in creating) in the course of business (“Company IPR”) shall vest in the Company.

15.3The Executive hereby assigns to the Company with full title guarantee and, when appropriate, by way of future assignment, all his rights in the Company IPR for the full term thereof throughout the world.  The Executive must complete whatever documents or take whatever action the Company may request from time to time, both during and after the termination of the Executive’s employment, to obtain any applicable registrations and to confirm that all Company IPR vests in the Company.

15.4The Executive waives all moral rights (whether arising under Chapter IV of the Copyright, Designs and Patents Act 1988 or otherwise, to the extent permissible under law) in works to which clause 15.2 applies.

15.5The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of this clause.

16CONFIDENTIALITY

16.1Without prejudice to his common law duties, the Executive shall not (save in the proper course of his duties, as required by law or as authorised by the Company) use or communicate to any person (and shall prevent the use or communication of) any trade or business secrets or confidential information of or relating to any Group Company (including but not limited to details of actual or potential customers, employees, consultants, suppliers, designs, products, product applications, trade arrangements, terms of business, customer requirements, operating systems, sales information, marketing information or strategies, manufacturing processes, software, disputes, commission or bonus arrangements, pricing and fee arrangements and structures, business plans, financial information, inventions, research and development activities, personal or sensitive personal data and anything marked or treated as confidential) which he creates, develops, receives or obtains while in the service of any Group Company.  This restriction shall continue to apply after the termination of the Executive’s employment howsoever arising without limit in time.

16.2Reference to confidential information in this clause 16 shall not include information which is in the public domain at the time of its disclosure or which comes into the public domain after its disclosure otherwise than by reason of a breach of this agreement, information which was already demonstrably known to the receiving party at the date of disclosure and had not been received in confidence from the Company or information which is required to be disclosed as a matter of law.  It shall include information in the public domain for so long as the Executive is in a position to use such information more readily than others who have not worked for the Company.

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16.3During his employment the Executive shall not make (other than for the benefit of the Company) any record (whether on paper, computer memory, disc or otherwise) relating to any matter within the scope of the business of any Group Company or their customers and suppliers or concerning its or their dealings or affairs or (either during his employment or afterwards) use such records (or allow them to be used) other than for the benefit of the relevant Group Company.  All such records (and any copies of them) shall belong to the relevant Group Company and shall be handed over to the People Director by the Executive on the termination of his employment or at any time during his employment at the request of the Company.

16.4The Executive shall not during his employment either directly or indirectly publish any opinion, fact or material on any matter within the scope of the business of any Group Company (whether confidential or not) without the prior written approval of the General Counsel or Chief Executive Officer.

16.5Nothing in this clause shall prevent the Executive from disclosing information which he is entitled to disclose under the Public Interest Disclosure Act 1998 provided that the disclosure is made in the appropriate way to an appropriate person having regard to the provisions of the Act and he has first fully complied with the Company’s procedures relating to such disclosures.

17DATA PROTECTION

17.1In accordance with the Data Protection Act 1998, the Group will hold and process the information it collects relating to the Executive in the course of the Executive’s employment for the purposes of employee administration, statistical and record keeping purposes.  This may include information relating to the Executive’s physical or mental health.  Some of the Executive’s information may be processed outside the European Economic Area.  Such information will be treated confidentially and will only be available to authorised persons.

17.2When dealing with data relating to the Company’s business, the Executive is required to comply with the Company’s Data Protection Policy as in effect from time to time, which can be obtained from the Group Compliance Officer. In connection with any litigation, investigation or government proceeding, the Executive may be required to appear as a witness, be deposed and/or sign affidavits.  In addition, the Executive’s e-mail accounts used for any business purpose may be subject to search, in accordance with applicable law.

18DEDUCTIONS FROM SALARY

The Company reserves the right at any time during the Executive’s employment, or on termination of this Agreement to deduct from salary any overpayment made and/or monies owed to the Company by the Executive.  This includes but is not limited to:

·any excess holiday;

·outstanding loans;

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·advances;

·relocation costs;

·monies owed to the Company in connection with any Company car, including parking fines and any related administration costs for which the Executive is responsible and which are incurred in a vehicle provided by the Company (either company vehicle or hire car) whilst in the Executive’s control; and

·the cost of repairing any damage or loss to property provided by the Company.

This clause will not apply to any sums or benefits due to the Executive by virtue of the Executive’s membership of the Company Pension Plan.

19HEALTH AND SAFETY

The Company is committed to ensuring, so far as reasonably practicable, that the workplace of every employee is safe, does not pose a risk to health and does not cause damage to the environment.  The Executive is therefore required to familiarise himself with the responsibilities as outlined in the current Company’s Health and Safety Policy, Environment Policy, Safety Standards booklet (NT PO90) and Safety Information Sheets.  The current version is available on the Group intranet site or can be obtained from the Health and Safety Group.

20ENTITLEMENT TO WORK IN THE UK

The Executive’s employment is conditional upon the Executive being legally entitled to live and work in the UK.  If the Executive’s status changes and the Executive is no longer entitled to live or work in the UK, the Executive’s employment will be terminated without notice or payment in lieu of notice.

21MONITORING

The Executive acknowledges that the Company may monitor messages sent and received via email, SMS, the Internet and voicemail systems to ensure that the Executive is complying with the Company’s policy for use by its employees of these systems.

22TERMINATION OF EMPLOYMENT

22.1The Company may at any time and in its absolute discretion (whether or not any notice of termination has been given by the Company or the Executive under clause 2 above) terminate the Executive’s employment with immediate effect and make a payment in lieu of notice.  This payment shall comprise the Executive’s basic salary (at the rate payable when this option is exercised) together with the following benefits to the extent that they would have been paid during the notice period:

·car allowance

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·company pension contributions (subject to the Executive making his contribution)

·premium equivalent to the private medical monies paid by the Company

and shall be subject to deductions for income tax and national insurance contributions as appropriate (the “Payment in Lieu”).  The Executive will not, under any circumstances, have any right to payment in lieu unless the Company has exercised its option to pay in lieu of notice.

22.2The Company may pay any sums due under this clause as one lump sum or in instalments over the period until the date on which notice, if it had been served, would have expired.  If the Company chooses to pay in instalments the Executive is obliged to seek alternative income over the relevant period and to disclose the gross amount of any such income and any relevant ancillary benefits to the Company.  The instalment payments shall then be reduced by the amount of such income.

22.3         The employment of the Executive may be terminated by the Company without notice or payment in lieu of notice if the Executive:

22.3.1is guilty of any serious misconduct (including but not limited to any such act set out within the Company’s disciplinary policy from time to time or in any code of conduct) or any other conduct which affects or is likely to affect prejudicially the interests of any Group Company to which he is required to render services under this Agreement;

22.3.2fails or neglects efficiently and diligently to discharge his duties or commits any serious or repeated breach or non-observance by the Executive of any of the provisions contained in this Agreement;

22.3.3has an interim receiving order made against him, becomes bankrupt or makes any composition or enters into any deed of arrangement with his creditors;

22.3.4is convicted or charged with any arrestable criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

22.3.5is disqualified from holding office in another company by reason of an order of a court of competent jurisdiction;

22.3.6shall become of unsound mind or become a patient under the Mental Health Act 1983;

22.3.7is convicted of an offence under the Criminal Justice Act 1993 in relation to insider dealings or under any other present or future statutory enactment or regulations relating to insider dealings;

22.3.8is in violation of the rules and regulations of the U.S. Securities and Exchange Commission or relevant U.S. securities laws, or the rules and

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	regulations of the NASDAQ Exchange or any other exchange on which any Group Company’s securities may be listed;
22.3.9	ceases to be a director of the Company otherwise than at the request of the Company;
22.3.10	is no longer legally entitled to live and/or work in the UK;
22.3.11	does anything (in the course of his duties or otherwise) which (in the reasonable opinion of the Company) does actually or might reasonably be expected to bring himself or any Group Company into disrepute; and/or
22.3.12	acts in a way which is in the reasonable opinion of the Company materially adverse to the interests of the Company.

22.4Any delay by the Company in exercising such right to terminate shall not constitute a waiver thereof.

22.5Notwithstanding anything to the contrary in this Agreement, the Company may assign the Executive’s employment to Virgin Media Inc. (or its successor) or another Group Company reasonably comparable or superior to the Company within the overall corporate structure and such assignment will not constitute termination of employment hereunder and the Executive agrees to execute any and all documents necessary or reasonable to accomplish the foregoing.

23SUSPENSION AND GARDEN LEAVE

23.1The Company may suspend the Executive on full pay to allow the Company to investigate any complaint made against the Executive in relation to his employment with the Company.

23.2Provided that the Executive continues to enjoy his full contractual benefits and receive his pay in accordance with this Agreement (provided, however, that consideration for a bonus under clause 7.4 and 7.5 is at the discretion of the Compensation Committee), the Company may in its absolute discretion do all or any of the following during the notice period or any part of the notice period, after the Executive or the Company has given notice of termination to the other, without breaching this Agreement or incurring any liability or giving rise to any claim against it:

23.2.1	exclude the Executive from the premises of the Group;
23.2.2	require the Executive to carry out only specified duties (consistent with his status, role and experience) or to carry out no duties;
23.2.3	announce to any or all of its employees, suppliers, customers and business partners that the Executive has been given notice of termination or has resigned (as the case may be);

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23.2.4	prohibit the Executive from communicating in any way with any or all of the suppliers, customers, business partners, employees, agents or representatives of the Group until his employment has terminated except to the extent he is authorised to do so by his manager in writing;
23.2.5	require the Executive to resign his directorship of any Group Company; and/or
23.2.6	require the Executive to comply with any other reasonable conditions imposed by any Group Company.

The Executive will continue to be bound by all obligations (whether express or implied) owed to the Company under the terms of the Agreement or as an employee of the Company.

23.3The Executive will not, without the prior written consent of the General Counsel or Chief Executive Officer, be employed by or provide services to any other person, firm or organisation whether paid or unpaid save as previously permitted during the notice period.

24TERMINATION AND RETURN OF COMPANY PROPERTY

24.1Upon the termination of this Agreement by whatever means the Executive shall:

24.1.1	immediately resign from his office as a director of the Company and from such offices held by him in any Group Company without claim for compensation; and
24.1.2	immediately deliver to the Company all credit cards, keys, computer media and other property, in whatever form, of or relating to the business of any  Group Company which may be in his possession or under his power or control.

24.2If the Executive fails to comply with clause 24.1.1 above the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and complete any documents or do any thing necessary to give effect to this clause.

24.3The Executive shall not, without the consent of the General Counsel or Chief Executive Officer at any time after the termination of this Agreement represent himself still to be connected with any Group Company.

25RECONSTRUCTION OR AMALGAMATION

If the employment of the Executive under this Agreement is terminated by reason of the liquidation of the Company for the purpose of reconstruction or amalgamation and the Executive is offered employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions not less favourable than the terms of this Agreement then the Executive shall have no claim against any Group Company in respect of the termination of his employment under this Agreement.

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26RESTRICTIONS AFTER EMPLOYMENT

26.1Definitions

In this clause the following words shall have the following meanings:

“Area”

the area constituting the market of any Relevant Group Company for the Services and the Products in the period of 12 months prior to the Termination Date and with which area the Executive was materially concerned at any time during the said period of 12 months;

“Customer”

any Person to whom any Relevant Group Company supplied  the Services  and the Products for business use during the 12 months preceding the Termination Date and with whom at any time during such period the Executive was materially concerned or had personal contact in the course of his employment;

“Key Employee”

any person who immediately prior to the Termination Date was an employee or consultant of any Relevant Group Company occupying a senior or managerial position who was likely to be:

(i)in possession of confidential information belonging to any Relevant Group Company; or

(ii)able to influence the customer relationships or trade connections of any Relevant Group Company,

with whom the Executive worked closely at any time during the period of 12 months prior to the Termination Date;

“Person”

includes any company, firm, organisation or other entity;

“Products”

products which are competitive with those supplied by any Relevant Group Company in the 12 months prior to the Termination Date and with the supply of which the Executive was materially concerned at any time during the said 12 month period;

“Prospective Customer”

any Person with whom any Relevant Group Company had negotiations or discussions regarding the possible supply of the Services and or the Products for business use

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during the 12 months immediately preceding the Termination Date and with whom at any time during such period the Executive was materially concerned or had personal contact in the course of his employment;

“Relevant Group Company”

any Group Company (and, if applicable, its predecessors in business) for which the Executive performed services or in which he held office at any time during the 12 months prior to the Termination Date;

“Services”

services which are competitive with those supplied by any Relevant Group Company in the 12 months prior to the Termination Date and with the supply of which the Executive was materially concerned at any time during the said 12 month period;

“Supplier”

any Person who was a supplier of services or goods to the Relevant Group Company in connection with business use for the operation of the business (as opposed to the administrative support of such operation) in the 12 months prior to the Termination Date and with which the Executive was materially concerned or had personal contact at any time during the said 12 month period; and

“Termination Date”

the date on which the employment terminates.

26.2The Executive covenants to the Company (for itself and as trustee for each Group Company) that:

26.2.1Non-competition

the Executive shall not for a period of 12  months from the Termination Date in the Area and in competition with any Relevant Group Company directly or indirectly be engaged, interested or concerned:

(a)in any business which provides the Products and the Services; and

(b)with the supply of the Products and the Services to any Customer or Prospective Customer.

For this purpose, the Executive is concerned in a business if:

(i)he carries it on as principal or agent; or

(ii)he is a partner, director, employee, secondee, consultant or agent in, of or to any Person who carries on the business; or

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(iii)subject to clause 14 above, he has any direct or indirect financial interest (as shareholder or otherwise) in any Person who carries on the business.

26.2.2Non-solicitation

the Executive shall not for a period of 12  months from the Termination Date and in competition with any Relevant Group Company directly or indirectly:

(a)	canvass or solicit business from, approach or endeavour to entice away any Customer or Prospective Customer in respect of the supply of the Products and the Services;
(b)	seek to do business or deal with any Customer or Prospective Customer in the Area in respect of the supply of the Products and the Services;
(c)	canvass or solicit business from, make an approach to or endeavour to entice away any Supplier of any Relevant Group Company;
(d)	accept employment with or act as consultant for any Customer or Prospective Customer.

26.2.3Non-poaching

the Executive shall not for a period of 12 months after the Termination Date solicit the employment or engagement of any Key Employee in a business which is in competition with any Relevant Group Company (whether or not such person would breach their contract of employment or engagement by reason of their leaving the service of the business in which they work).

26.3The restrictions in this clause are considered by the parties to be reasonable and the validity of each sub-clause shall not be affected if any of the others is invalid.  If any of the restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

26.4The Executive acknowledges that the provisions of this clause are no more extensive than is reasonable to protect the Relevant Group Company.

26.5If the Executive is suspended from work under the provisions of clause 23.1 or sent on Garden Leave under clause 23.2, the Company may, at its sole discretion, agree that the period of time during which the non-competition restriction contained in clause 26.2.1 is enforceable, starts to run from the date of the suspension or date when the Executive was sent on Garden Leave, and not from the Termination Date.

26.6The Executive acknowledges that each and every restriction contained within this clause is intended by the parties to apply after the Termination Date whether termination is lawful or otherwise.  The restrictions, which are acknowledged to be

17

ancillary in nature, will apply even where the termination results from a breach of a provision within this Agreement.

26.7The Executive will (at the request and cost of the Company) enter into a direct agreement with any Group Company under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company.

27SEVERABILITY

If any of the provisions of this Agreement become invalid or unenforceable for any reason by virtue of applicable law the remaining provisions shall continue in full force and effect and the Company and the Executive hereby undertake to use all reasonable endeavours to replace any legally invalid or unenforceable provision with a provision which will promise to the parties (as far as practicable) the same commercial results as were intended or contemplated by the original provision.

28THIRD PARTIES

28.1any Group Company shall have the right to enforce the provisions of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

28.2save as provided in clause 28.1 above, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.

29NOTICES

29.1Any notice required or permitted to be given under this Agreement shall be given in writing delivered personally or sent by first class post pre-paid recorded delivery (air mail if overseas) or overnight courier or by facsimile to the party due to receive such notice, in the case of the Company, to: Virgin Media Limited, Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP and marked for the attention of the Chief People Officer with a copy to the General Counsel at the same address and, in the case of the Executive, such address as he may have notified to the Company in accordance with this clause or such address as may be included in the Group’s payroll system.

29.2Any notice delivered personally or by overnight courier shall be deemed to be received when delivered to the address provided in this Agreement and any notice sent by pre-paid recorded delivery post shall be deemed (in the absence of evidence of earlier receipt) to be received 2 days after posting and in proving the time of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted.  A notice sent by facsimile shall be deemed to have been received on receipt by the sender of confirmation in the transmission report that the facsimile had been sent.

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30STATUTORY INFORMATION

Schedule 2 to this Agreement sets out information required to be given to the Executive by the Employment Rights Act 1996.

31MISCELLANEOUS

31.1This Agreement is governed by and shall be construed in accordance with the laws of England and Wales.

31.2The parties to this Agreement submit to the exclusive jurisdiction of the English courts.

31.3This Agreement contains the entire understanding between the parties and supersedes all previous agreements and arrangements (if any) relating to the employment of the Executive by the Company (which shall be deemed to have been terminated by mutual consent).

31.4This Agreement may be executed by counterparts, which together shall constitute one agreement.  Either party may enter into this Agreement, by executing a counterpart and this Agreement shall not take effect until it has been executed by both parties.  Delivery of an executed counterpart of a signature page by facsimile shall take effect as delivery of an executed counterpart of this Agreement provided that the relevant party shall give the other the original of such page as soon as reasonably practicable thereafter.

32CHANGES TO TERMS AND CONDITIONS

The Company reserves the right to amend the Executive’s terms set out within this Agreement and policies from time to time.  The Executive will be given not less than four weeks notice of any such change.  The Executive will be deemed to have accepted these changes should the Company have received no objection before the end of the four week period

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SCHEDULE 1

Statement of Particulars Pursuant to the Employment Rights Act 1996

1The Executive’s period of continuous employment commenced on 27 February 2006.

2The Executive will be contracted into the Second State Pension unless the Executive opts to contract out.

3The Company’s policies and procedures on disciplinary and grievance matters are available on the Company’s intranet and/or from HR (insofar as they are not varied by this Agreement).  The policies constitute Company guidelines and do not form any part of the Service Agreement.  Any grievance which the Executive wishes to exercise should be raised in writing with the Chief Executive Officer unless the grievance involves the Chief Executive Officer in which case the grievance should be raised in writing in the first instance with the Chief People Officer.  Any disciplinary action taken by the Company will be dealt with by the Chief Executive Officer or such other person as may be directed by the Chief People Officer.  The Company reserves the right to substitute persons at a senior level within the Company to conduct any aspect of the disciplinary or grievance procedure should it be appropriate.  If the Executive is dissatisfied with any disciplinary decision or any decision to dismiss him, he can within five (5) working days of that decision appeal to the Company (unless the Executive is notified in any separate communication of the person to whom he may appeal) whose decision shall be final and binding.

4The Executive may be required to work overseas for periods when reasonably required.  In such circumstances, the terms of the International Assignment Policy will apply which is available from the Company upon request.

5The Company is not a party to any collective agreement which affects the Executive’s employment.

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SCHEDULE 2

Certificate of Compliance

I have read and understand the Code of Conduct and have complied and will continue to comply with it (together with any other Codes or policies that may apply to my role from time to time).  I have not acted in any way contrary to the best interests of the Company.  Any exceptions to the Code of Conduct (and any other policies) and disclosures required by the Code and such policies are set forth below:

I will promptly report the details of any future non-compliance with the above-mentioned Code (and any associated policies) to my immediate manager so that its extent and significance can be considered.

Dated:	28/07/09
Signed:	/s/ Paul Buttery
	Paul Buttery

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IN WITNESS whereof this document has been executed and delivered on the date first before written.

SIGNED and DELIVERED as a DEED by VIRGIN MEDIA	}
LIMITED acting by	}
	}
	}	/s/ Elisa Nardi
	}
in the presence of :-	}	Director / Authorised Attorney

Signed	/s/Fiona Hillman
Name	Fiona Hillman
Address	[Intentionally Omitted]
Occupation	Personal Assistant

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Signed as a Deed by PAUL BUTTERY in the presence of:
	/s/ Paul Buttery
	Paul Buttery The Executive
Witness signature:	/s/ Ricky Hobden
Name:	Ricky Hobden
Address:	[Intentionally Omitted]
Occupation:	Director, Regional Manager - South

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EX-10.57

Exhibit 10.57

Paul Buttery

[Address Intentionally Omitted]

15th December 2009

Dear Paul

It has been an exciting and challenging year during which you have taken a great lead in transforming our field forced and rolling out outstanding products and services to our customer base.

I am pleased to confirm that with effect from 4th January 2010 your role will be Chief Customer and Networks Officer, reporting to me. Your terms and conditions of employment remain unchanged. Should your role change in the future, all terms and conditions would be reviewed.

I would like to welcome you to your role on the GEC and look forward to your contribution as we focus on the next 2 to 3 years, in particular as to how we as the leaders of Virgin Media can make a significant impact to our people.

To confirm your acceptance of these changes, please sign and return one copy of this letter, in the enclosed pre-addressed envelope to Judith Backers, People Team, Building 270, Virgin Media Limited, Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP.

Paul, as you know, I am very pleased with the progress we are making in Access and Networks and look forward to working with you as part of the leadership team again.

Yours sincerely,

/s/ Neil Berkett

Neil Berkett

CEO

Virgin Media Limited

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IN WITNESS whereof this document has been executed and delivered on the date first before written.

SIGNED and DELIVERED as a DEED by VIRGIN MEDIA LIMITED acting by		} }
		}
		}	/s/ Elisa Nardi
		}
		}	Director / Authorised Attorney
in the presence of :-
Signed	/s/ Fiona Hillman
Name	Fiona Hillman
Address	[Intentionally Omitted]
Occupation	Personal Assistant

I accept the changes to my terms and conditions.

Signed as a DEED by PAUL BUTTERY in the presence of:
	/s/ Paul Buttery	Paul Buttery
		The Executive
Witness signature: /s/ Ricky Hobden
Name: Ricky Hobden
Address: [Intentionally Omitted]
Occupation: Director, Regional Manager-South

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EX-10.77

Exhibit 10.77

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made as of the 8th day of December, 2009, by and between Virgin Media Inc., a Delaware corporation (the “Company”), and James Chiddix (the “Consultant”).

WHEREAS, the Company wishes to retain the Consultant to provide services to management of the Company as requested by the Chief Executive Officer from time to time (the “Services”), effective as of December 9, 2009 (the “Effective Date”); and

WHEREAS, the Consultant wishes to render such services to the Company on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows:

1.             Effectiveness.  This Agreement shall become effective as of the Effective Date.

2.             Consulting Term.

(a)           The term of the Consultant’s retention pursuant to this Agreement (the “Consulting Term”) shall commence as of the Effective Date and shall terminate on 30 days’ written notice by either party to the other party, unless the Consulting Term terminates pursuant to Section 4 of this Agreement.

(b)           Status as Consultant; Duties.  During the Consulting Term, the Consultant shall provide the Services to the Company and shall perform such duties, services and responsibilities related thereto as may be requested by the Chief Executive Officer of the Company.  The Consultant shall report to the Chief Executive Officer of the Company. During the Consulting Term, the Consultant shall be based in the United States but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder.  The Consultant acknowledges that the Consultant is not an employee, worker or agent of the Company. The Consultant shall have no authority to contract on behalf of the Company and shall not purport to bind the Company in any way. The Consultant shall comply with all legal and fiscal obligations of the country or countries in which the Consultant is to perform the Services, including, without limitation, the obligation to account to the appropriate authorities for all income tax, Value Added Tax (“VAT”) and other tax, national insurance contributions and social security levies or the local equivalents in respect of sums paid to the Consultant pursuant to this Agreement.

3.             Consulting Fee.  During the Consulting Term, in consideration of the performance by the Consultant of the Consultant’s obligations hereunder to the Company and its subsidiaries, associated and affiliated companies and joint ventures (collectively, the “Company Affiliated Group”) in any capacity, the Company shall cause to be paid to the Consultant a fee of $100,000 per annum during the Consulting Term (the “Fee”), plus any reasonable out-of-pocket expenses incurred under this Agreement.  The Fee shall be payable in equal monthly installments, in

arrears. In addition, the Consultant will receive a one-time supplemental retainer of $10,000 from the Company, payable upon execution of this Agreement.

4.             Termination by Either Party or by Death or Disability. Each party may terminate the Consulting Term upon 30 days’ written notice to the other party.  Upon termination by the Company, the Company may (at its discretion) at any time following the giving of such notice (but not exceeding the length of the notice given) cease to provide work for the Consultant. Within 2 ½ months after any termination, the Company shall cause the Consultant to be paid (x) any earned but unpaid portion of the Fee and (y) the reimbursement by the Company of outstanding unreimbursed expenses pursuant to Section 3 through the date of termination, and the Consultant shall not be entitled to any other payments or reimbursements. Immediately following termination of the Services for any reason, the Consulting Term shall terminate.

5.             Consultant’s Representation.  The Consultant represents to the Company that the Consultant’s execution and performance of this Agreement does not violate any agreement or obligation (whether or not written) that the Consultant has with or to any person or entity including, without limitation, any prior employer or any person or entity that has engaged him as a consultant.

6.             Consultant’s Covenants.

(a)           Confidentiality. The Consultant agrees and understands that the Consultant has been, and in the discharge of the Consultant’s obligations under this Agreement, will be, exposed to and receive information relating to the confidential affairs of the Company Affiliated Group, including, without limitation, technical information, business and marketing plans, strategies, customer (or potential customer) information, other information concerning the products, promotions, development, financing, pricing, technology, inventions, expansion plans, business policies and practices, and intellectual property of the Company Affiliated Group, whether or not reduced to tangible form, and other forms of information considered by the Company Affiliated Group to be confidential and in the nature of trade secrets. The Consultant will not knowingly disclose such information, either directly or indirectly, to any person or entity outside the Company Affiliated Group without the prior written consent of the Company; provided, however, that (i) the Consultant shall have no obligation under this Section 6(a) with respect to any information that is or becomes publicly known other than as a result of the Consultant’s breach of the Consultant’s obligations hereunder and (ii) the Consultant may (x) disclose such information to the extent he reasonably determines that so doing is reasonable or appropriate in the performance of the Consultant’s duties hereunder or (y) after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or by judicial or regulatory process.  The Consultant shall comply with the Company’s data protection policies. Upon termination of the Consultant, the Consultant shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Consultant in the course of or otherwise in connection with the Consultant’s services to the Company Affiliated Group during or prior to the Consulting Term. This confidentiality covenant has no temporal, geographical or territorial restriction.

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(b)           Non-Competition.  During the period commencing upon the Effective Date and ending on the 12-month anniversary of the termination of the Consultant’s retention by the Company pursuant to this Agreement, the Consultant shall not, as an employee, employer, stockholder, officer, director, partner, associate, consultant or other independent contractor, advisor, proprietor, lender, or in any other manner or capacity (other than with respect to the Consultant’s services to the Company Affiliated Group or pursuant to this Agreement), directly or indirectly:

(i)            perform services for, or otherwise have any involvement with, a business unit of a person, where such business unit competes directly or indirectly with any member of the Company Affiliated Group by (x) owning or operating broadband or mobile  communications networks for telephone, mobile telephone, cable television or internet services, (y) providing mobile telephone, fixed line telephone, television or internet services or (z) owning, operating or providing any content-generation services or television channels, in each case principally in the United Kingdom (the “Core Businesses”); provided, however, that this Agreement shall not prohibit the Consultant from owning up to 1% of any class of equity securities of one or more publicly traded companies; or

(ii)           solicit, in competition with any member of the Company Affiliated Group in the Core Businesses, any business, or order of business from any person that the Consultant knows was a current or prospective customer of any member of the Company Affiliated Group during the Consultant’s retention by the Company;

provided, that, notwithstanding the foregoing, the Consultant shall not be deemed to be in violation of clause (i) or (ii) of the foregoing by virtue of acting as a non-executive director, advisor or consultant to any investment banking firm or consulting firm, private equity or venture capital firm, institutional investor or similar entity, in each case so long as the Consultant takes reasonable steps to insulate himself from the businesses and activities of any such entity that relate to the Core Businesses during any period that this Section 6(b) is in effect.

(c)           Acknowledgment.  The Consultant expressly recognizes and agrees that the restraints imposed by this Section 6 are reasonable as to time and geographic scope and are not oppressive.  The Consultant further expressly recognizes and agrees that the restraints imposed by this Section 6 represent a reasonable and necessary restriction for the protection of the legitimate interests of the Company Affiliated Group, that the failure by the Consultant to observe and comply with the covenants and agreements in this Section 6 will cause irreparable harm to the Company Affiliated Group, that it is and will continue to be difficult to ascertain the harm and damages to the Company Affiliated Group that such a failure by the Consultant would cause, that the consideration received by the Consultant for entering into these covenants and agreements is fair, that the covenants and agreements and their enforcement will not deprive the Consultant of an ability to earn a reasonable living, and that the Consultant has acquired knowledge and skills in this field that will allow the Consultant to obtain other work as an independent contractor or employee without violating these covenants and agreements.  The Consultant further expressly acknowledges that the Consultant has had the opportunity to consult with counsel or has consulted counsel before executing this Agreement.

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(d)           The parties hereto recognize that the covenants and agreements of the Consultant under this Agreement are special, unique and of extraordinary character, and that any material breach thereof shall result in injury to the Company that cannot be compensated by monetary damages.  If the Consultant shall breach or fail to perform any term, condition or duty in this Agreement required to be observed or performed by the Consultant, the Company shall be entitled, inter alia, to institute and prosecute proceedings in any court of competent jurisdiction, to enforce the specific performance thereof by the Consultant and to enjoin the Consultant from performing services for any person or entity or otherwise acting in violation of this Agreement, without the necessity of proving damages or posting a bond or other security.  In the event of a breach of the provisions of this Agreement, the Consultant agrees that the remedies at law available to the Company would be inadequate to protect the Company’s interests; accordingly, the Consultant agrees not to challenge the claim by the Company for any equitable remedy including specific performance or an injunction on the basis that there are adequate remedies at law.  In case of any breach of this Agreement, nothing herein contained shall be construed to prevent the Company from seeking such other remedy in the courts as the Company may elect or invoke.

7.             Indemnification.

To the extent permitted by applicable law, the Company shall indemnify the Consultant against, and save and hold the Consultant harmless from, any damages, liabilities, losses, judgments, penalties, fines, amounts paid or to be paid in settlement, costs and reasonable expenses (including, without limitation, attorneys’ fees and expenses), resulting from, arising out of or in connection with any threatened, pending or completed claim, action, proceeding or investigation (whether civil or criminal) against or affecting the Consultant by reason of the Consultant’s service from and after the Effective Date as a consultant to any member of the Company Affiliated Group, or in any capacity at the request of any member of the Company Affiliated Group, or an officer, director or employee thereof, in or with regard to any other entity, employee benefit plan or enterprise (other than arising out of the Consultant’s acts of misappropriation of funds or actual fraud).  In the event the Company does not compromise or assume the defense of any indemnifiable claim or action against the Consultant, the Company shall promptly cause the Consultant to be paid to the extent permitted by applicable law all costs and expenses incurred or to be incurred by the Consultant in defending or responding to any claim or investigation in advance of the final disposition thereof; provided, however, that if it is ultimately determined by a final judgment of a court of competent jurisdiction (from whose decision no appeals may be taken, or the time for appeal having lapsed) that the Consultant was not entitled to indemnity hereunder, then the Consultant shall repay forthwith all amounts so advanced.  The Company may not agree to any settlement or compromise of any claim against the Consultant, other than a settlement or compromise solely for monetary damages for which the Company shall be solely responsible, without the prior written consent of the Consultant, which consent shall not be unreasonably withheld. This right to indemnification shall be in addition to, and not in lieu of, any other right to indemnification to which the Consultant shall be entitled pursuant to the Company’s Certificate of Incorporation, if any, or By-laws or otherwise.

8.             Data Protection.  In accordance with relevant data protection legislation, the Company will hold and process the information it collects relating to the Consultant in the course of the Consulting Term for the purposes of administration, statistical and record keeping

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purposes, including information for occupational health and pension purposes. This may include information relating to the Consultant’s physical or mental health. Some of the Consultant’s information may be processed outside the European Economic Area, including without limitation in the United States. The Consultant’s information will be treated confidentially and will only be available to authorized persons.

9.             Miscellaneous.

(a)           Non-Waiver of Rights.  The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance with its terms. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar conditions or provisions at that time or at any prior or subsequent time.

(b)           Notices.  All notices required or permitted hereunder will be given in writing, by personal delivery, by confirmed facsimile transmission (with a copy sent by express delivery) or by express next-day delivery via express mail or any reputable courier service, in each case addressed as follows (or to such other address as may be designated):

If to the Company:	Virgin Media Inc. 909 Third Avenue, Suite 2863 New York, NY 10022 United States Fax: (212) 906-8497110 Attention: General Counsel
If to the Consultant:	James Chiddix Address on file with the Company’s payroll department.

Notices that are delivered personally, by confirmed facsimile transmission, or by courier as aforesaid, shall be effective on the date of delivery.

(c)           Binding Effect; Assignment.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) and assigns.  Notwithstanding the provisions of the immediately preceding sentence, the Consultant shall not assign all or any portion of this Agreement without the prior written consent of the Company.

(d)           Withholding.  The Company shall have the right to withhold or cause to be withheld from any payments made pursuant to this Agreement all federal, state, city, foreign or other taxes and social security or similar payments as shall be required to be withheld pursuant to any law or governmental regulation or ruling. Notwithstanding the foregoing, the Consultant

5

shall remain responsible for all such amounts as he may owe in respect of his compensation hereunder.

(e)           Entire Agreement.  This Agreement constitutes the complete understanding between the parties with respect to the Consultant’s engagement and supersedes any other prior oral or written agreements, arrangements or understandings between the Consultant and any member of the Company Affiliated Group. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. Subject to such agreements as the Consultant may have with the Company in his capacity as a non-executive director of the Company but otherwise without limiting the generality of this Section 9(e), effective as of the Effective Date, this Agreement supersedes any existing employment, retention, severance and change-in-control agreements or similar arrangements or understandings, including without limitation the prior agreements between the Consultant and the Company and any member of the Company Affiliated Group, and any and all claims under or in respect of the prior agreements that the Executive may have or assert on or following the Effective Date shall be governed by and completely satisfied and discharged in accordance with the terms and conditions of this Agreement.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

(f)            Severability.  If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

(g)           Governing Law, Etc.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without regard, to the extent permitted by law, to any conflict of law rules which might result in the application of laws of any other jurisdiction).  The Consultant irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and any federal court sitting in the State of New York. Each of the parties waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of or in connection with this Agreement and other matters that are the subject of this Agreement and agrees that any such action, claim or proceeding may be brought exclusively in a federal or state court sitting in the State of New York.

(h)           Modifications.  Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.

(i)            Construction.  The headings contained herein are solely for purposes of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.  References to Sections and Appendices refer to Sections of this Agreement and Appendices attached to this Agreement.  The term “person” means an individual person, corporation, partnership, limited liability company, trust, association or other entity.

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(j)            Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(Signature page follows.)

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and the Consultant has executed this Agreement as of the day and year first above written, in each case effective as of the Effective Date.

VIRGIN MEDIA INC.

/s/ Bryan H. Hall

By: Bryan H. Hall

Title: General Counsel & Secretary

/s/ James Chiddix

James Chiddix

EX-10.83

Exhibit 10.83

16th December 2009

VIRGIN ENTERPRISES LIMITED

and

VIRGIN MEDIA LIMITED

TRADE MARK LICENCE

relating to use of the “Virgin” trade marks

in respect of business communications services

Arnold & Porter (UK) LLP

(ref: RKD/JBM/16100.016)

Tower 42

25 Old Broad Street

London

EC2N 1HQ

Tel. 020 7786 6100

Fax: 020 7786 6299

CONFIDENTIAL

TABLE OF CONTENTS

		Page
1.	DEFINITIONS	1
2.	ACKNOWLEDGEMENTS	11
3.	GRANT	12
4.	PAYMENT OF ROYALTIES	20
5.	CONDITIONS OF USE	23
6.	TRADE MARK PROTECTION	26
7.	DEALINGS	28
8.	INDEMNITY, WARRANTIES AND LIMITATIONS OF LIABILITY	31
9.	TERMINATION AND EFFECTS OF TERMINATION	33
10.	INFRINGEMENTS	41
11.	CONFIDENTIALITY	43
12.	NOTICES	44
13.	FORCE MAJEURE	45
14.	GENERAL	46
SCHEDULE 1		50
Part A - Virgin Marks		50
Part B - Virgin Signature		51
SCHEDULE 2		52
Part A — Domain Names		52
Part B - Names		52
SCHEDULE 3 - Service Levels		53
SCHEDULE 4 - Existing Rights Of Licensees		58
SCHEDULE 5 - Use Of “Virgin” Or “V” By Themselves		60
SCHEDULE 6 - TM Guidelines		61

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THIS DEED is dated 16th December 2009

BETWEEN:

1.VIRGIN ENTERPRISES LIMITED (Company Number 01073929) a company incorporated in England whose registered office is at The School House, 50 Brook Green, London W6 7RR (“VEL”); and

2.VIRGIN MEDIA LIMITED (Company Number 2591237) a company incorporated in England whose registered office is at 160 Great Portland Street, London W1W 5QA (the “Licensee”).

RECITALS

A.VEL is the legal and beneficial owner of the Marks (as defined below).

B.The Licensee and members of the Virgin Media Group (as defined below) have been licensed to use the Marks pursuant to the Virgin Media Consumer Licence (as defined below).

C.VEL has agreed to grant the Licensee and members of the Virgin Media Group a licence to use the Marks in the form of the Names in relation to Business Communications Services (each as defined below) on the terms and conditions of this Deed.

THE PARTIES AGREE AS FOLLOWS:

1.DEFINITIONS

1.1In this Deed, the Recitals above and the Schedules to it, the following terms shall have the following meanings:

“Accounting Standards” means in conformity with United States Generally Accepted Accounting Principles or any generally accepted and applicable accounting standards used by Virgin Media Inc. from time to time;

“Affiliate” means with respect to any person, any corporation, company, partnership or other organisation which directly or indirectly is within the Control of such person or over which such person has Control or is under common Control with such person or over which such person has an option to acquire Control or common Control;

“Ancillary Services” means, subject to the presently existing and exclusive rights of existing licensees of VEL (as listed in Schedule 4), any services, software applications or facilities (including Associated Facilities) which are, from time to time, whether now or in the future:

(a)reasonably ancillary to the provision of Business Communications Services to Business Customers; or

(b)equivalent to those ordinarily provided from time to time by third party providers of services equivalent or substantially similar to Business Communications Services and offered in conjunction with or as part of those Business Communications Services; or

(c)offered in conjunction with or as part of the Business Communications

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Services and approved by VEL in advance in writing (such approval not to be unreasonably withheld, conditioned or delayed),

but excluding Bundled Services or Partner Services (which are the subject of a separate grant of rights under this Deed);

“Annual Report” means Virgin Media Inc.’s financial report to the SEC in respect of each Financial Year on Form 10-K pursuant to the Securities Exchange Act of 1934 and any replacement or equivalent report so filed with the SEC;

“Associated Facilities” means facilities which are generally non-customer facing and which are required for use in association with the use of a Communications Network or Business Communications Services or are required for the purpose of:

(a)making the provision of that network or service possible;

(b)making possible the provision of other services provided by means of that network or service; or

(c)supporting the provision of such other services;

“Base Service Levels” means the levels of customer service and complaint handling set out in section 1 of Schedule 3;

“Bundled Services” means a package of products or services incorporating one or more Business Communications Services offered together with third party or non “Virgin”-branded Business Communications Services and/or products or services reasonably ancillary or complementary to Business Communications Services;

“Business Communications Services” means communications services, or access to such services, consisting in or having as their principal feature the conveyance of messages, information or signals by means of a Communications Network. For illustrative purposes only and without prejudice to the generality of the foregoing, the types of services contemplated at the Commencement Date include the following:

(a)broadband and internet access services (which, for example, includes email/web mail, email addresses, instant messaging, electronic messaging, provision of webspace, web-hosting, voice/video/data services transmitted over internet protocol), managed internet access (being dedicated internet leased line services);

(b)television or radio access services;

(c)telephone services (which, for example, includes business phone lines (including standard business phone lines, special rate phone services, and indirect access via third party service providers), wireless, Mobile Radio Telecommunication Services, data and text services (including SMS), telephone and internet conferencing, ISDN services, managed voice services, hosted call management services for contact centre operations, remotely hosted central exchanges (commonly known as Centrex) and inbound and outbound voice services, number transfer services, number translation and/or number identification services); and

(d)data transmission services (which, for example, include converged voice, data and video solutions, “point-to-point” and “any-to-any” network

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connectivity solutions, leased lines, Ethernet, IP virtual private networks, wide area networks and value added applications and services and application hosting);

howsoever and in each case above including:

(a)professional services related to the above (which, for example, includes project management, performance management and reporting, business services relationship management, consultancy and training);

(b)the assessment, design, installation, provision, maintenance, support and/or management of any of the above, whether by means of a Communications Network or otherwise;

(c)the following services that are a feature of or are ordinarily provided in conjunction with any of the above: directory enquiries, virus scanning, spam filtering and managed internet security services (including managed firewalls, managed authentication services for remote users), registration and/or provision of domain names and the provision of IP addresses;

(d)as any of the above may be:

(i)received or accessed; and

(ii)created, developed or may converge from time to time,

whether with a technology or method now in existence or subsequently developed, created or invented;

“Business Day” means any day (excluding Saturdays and Sundays) on which banks generally are open in London for the transaction of normal banking business;

“Business Customer” means any person who has contracted with any member of the Virgin Media Group for the provision of Business Communications Services either on its own behalf or on behalf of any other person (excluding any: (a) consumer and/or small business user who works at or from home; and (b) SME, in each case who receives services (or who would be entitled to receive services) from the Virgin Media Group pursuant to the Virgin Media Consumer Licence), where such a person includes, without limitation, a third party Mobile Radio Telecommunication Service provider, internet service providers and other network providers;

“Business Revenues” means the amount of revenue relating to the Licensed Activities reported in Virgin Media Inc.’s statement of operations contained in its Quarterly Report or its Annual Report, as appropriate;

“Chief Marketing Officer” means the person appointed pursuant to clause 5.10 of the Virgin Media Consumer Licence or such other person as may be agreed in writing between the parties from time to time;

“Commencement Date” means the date of this Deed;

“Communications Network” means a system or systems for the conveyance of messages, information or signals serving for the impartation of anything including Content between persons, between a person and a thing or between things or for the actuation or control of apparatus, and the apparatus, software and data comprised in

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such system or systems, comprising:

(a)fixed line connections (e.g. copper wire, coaxial cable, fibre optic cable and/or dark fibre); and/or

(b)non-fixed connections using any part of the electromagnetic spectrum (e.g. satellite, digital terrestrial, analogue terrestrial, DAB, DVB-H, GSM, GPRS, WIMAX, WIFI, microwave), and

howsoever in each case as such system, systems or connections may be created, develop or converge from time to time, whether with a technology or method now in existence or subsequently developed, created or invented;

“Content” means any content or material conveyed or generally intended to be conveyed via a Communications Network including text, speech, music, sounds, visual images or data of any description or any combination of the foregoing, but excluding any message, information or signal used for the actuation and control of the apparatus comprising a Communications Network or for the routing of any message, information or signal within a Communications Network;

“Control” is to be construed in accordance with section 416 of the Income and Corporation Taxes Act 1988 and “controlling” and “controlled” shall be construed accordingly;

“Core Equipment” means any hardware, equipment, device or accessory (whether now in existence or which may from time to time be created or developed, or as such equipment, devices or accessories converge or become multi-purpose) which either:

(a)is primarily intended for the provision, delivery, reception, access or use of Business Communications Services (including mobile handsets, SIM cards, Data Cards, telephone handsets, modems, routers, cables, CCTV cameras and webcams), but excluding, save to the extent that they fall within sub-paragraph (b) of this definition, personal computers; or

(b)has, as an included feature, the capability to provide, deliver, receive, access or use the Business Communications Services provided by the Virgin Media Group (including via a built-in decoder, receiver or internet protocol connection), provided that the Virgin Media Group is thereby facilitating access to its Business Communications Services in preference to those of a third party;

“Customer Loyalty Service Levels” means the customer loyalty measures set out in section 3 of Schedule 3;

“Data Cards” means data communications cards for use in conjunction with mobile handsets, laptop computers or other portable computing and communications devices which allow or enable access to the internet, access to email services, remote access to private computer networks, fax services, instant messaging and text messaging services and other communications services through 3G, 2.5G, GPRS, HSCSD or wireless local area networks or similar;

“Direct Sales Channels” means sales methods consisting of face-to-face, on-line, internet, mail-order, telesales and all other forms of direct or distance selling methods;

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“Domain Names” means those domain names listed in Part A of Schedule 2 (subject to the limitations set out therein) together with any additional domain names registered in accordance with clause 6.3;

“Extra-Territorial Services” means Business Communications Services provided outside the Territory as an incidental part of any Business Communications Services provided inside the Territory;

“Fair Market Value” means the value calculated on a fair market value basis that a willing buyer, contracting with a willing solvent seller, with neither being under a compulsion to transact, would pay for the Marks, with both the buyer and the seller being reasonably cognisant of all relevant factors and circumstances and in circumstances where both are seeking to protect their maximum economic self interest;

“Financial Year” means the period of twelve months ending on 31st December or such other financial year as Virgin Media Inc. shall adopt from time to time;

“Fit and Proper Person” means a director who:

(a)has not at any time been disqualified by a court from acting as a company director, including a disqualification made pursuant to the Company Directors Disqualification Act 1986; and

(b)is not an undischarged bankrupt or a person in respect of whom a bankruptcy restrictions order is in force;

“Force Majeure Event” means any of the following:

(a)acts of God, flood, earthquake, lightning, epidemic, riots and insurrection, war, terrorism, fire, embargos, third party labour or industrial disputes, judicial or government action and acts of civil or military authority, compliance with any law or governmental order; and

(b)accidents, breakdown or malfunction of plant or machinery, computer virus or similar, sabotage or malicious damage, in each case, to the extent that such event is not within the reasonable control of a party and where that party has taken reasonable steps to prevent the occurrence of such event in accordance with current good industry practice;

“Holding Company” means any parent undertaking as defined in Section 1162 of the Companies Act of 2006, save that reference to an undertaking shall be deemed to include an undertaking registered in an overseas jurisdiction;

“Intellectual Property Rights” means all rights in or in relation to any and all patents, utility models, trade and service marks, rights in designs, get up, trade, business or domain names, copyrights, moral rights, topography rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, know-how, trade secrets and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world and any rights to receive any remuneration in respect of such rights;

“Insolvency Event” means any of the following events unless remedied or set aside

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within thirty (30) days of such event in respect of a party:

(a)the passing of a resolution for its winding up or where a court of competent jurisdiction makes an order for a party to be wound up or dissolved or a party is otherwise dissolved except for the purposes of a solvent reconstruction, reorganisation, merger or consolidation;

(b)where an administrator or receiver is appointed or an administration order is made or an administrative receiver is appointed or an encumbrancer takes possession of or sells the whole or part of a party’s undertaking, assets, rights or revenue;

(c)where either party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d)where either party enters into a scheme of arrangement, composition or voluntary arrangement in satisfaction of its debts with its creditors; or

(e)any event analogous to any to the above occurs in any relevant jurisdiction;

“Licensed Activities” means the activities described in clause 3 and carried out under the Marks;

“Licensed Business Revenues” means Business Revenues less (to the extent not already deducted in the calculation of Business Revenues):

(a)value added tax, sales tax, excise duties and equivalent taxes and duties; and

(b)bad debt expense in accordance with Accounting Standards (save that such deduction shall not exceed 4% of Licensed Business Revenues);

(c)revenues accruing to the Virgin Media Group from sales or activities within the Virgin Media Group (including intra-group revenue and internal re-charges not constituting Licensed Revenue or Licensed Content Revenue (both as defined in the Virgin Media Consumer Licence));

(d)ordinary course zero-margin bilateral voice and data minute swaps between members of the Virgin Media Group and third party operators of Communications Networks;

(e)any revenues accruing to the Virgin Media Group from activities carried out other than pursuant to the Marks which have been included in Business Revenues; and

(f)any revenues accruing to the Virgin Media Group from activities carried out pursuant to the Marks which are properly included in Licensed Revenues (as defined in the Virgin Media Consumer Licence), Licensed Content Revenues (as defined in the Virgin Media Consumer Licence) or which are otherwise properly accounted for under the Virgin Media Consumer Licence;

“Marks” means the Virgin Marks and the Names, each as updated from time to time, together with such other trade mark applications which may be made by VEL after the date of this Deed in respect of the Licensed Activities and any resulting registrations;

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“Minimum Term” means a period of three (3) years from the Commencement Date;

“Mobile Accessories” means products (excluding Core Equipment) primarily intended for use in conjunction with Core Equipment relating to Mobile Radio Telecommunication Services (for example, mobile handset chargers, mobile telephone cases, in-car accessories, Bluetooth headsets and mobile card readers/writers);

“Mobile Devices” means portable devices capable of playing, receiving, storing or recording data, provided the device is primarily intended for use in conjunction with Core Equipment relating to Mobile Radio Telecommunication Services;

“Mobile Radio Telecommunication Services” means Business Communications Services designed or adapted to be used in motion consisting of the conveyance of any message, information or signal through the agency of wireless telegraphy;

“Names” means: (a) the names listed in Part B of Schedule 2 (as amended from time to time in accordance with clause 3.17); and (b) any other names comprising of “Virgin” (whether as a name or in the form of the Virgin Signature) always used in conjunction with and always in front of any word or words which is or are suitable to describe or denote the Licensed Activities, such additional word or words to be approved by VEL in advance in writing (such approval not to be unreasonably withheld, conditioned or delayed);

“Other Email Services” means the provision of an email address together with an individual subscriber address facility to enable email communications including the word “Virgin” to:

(a)staff of the Virgin Group or staff of a Virgin Company in the ordinary course of their business;

(b)the customers of or subscribers to a service or business provided by any Virgin Company solely for the purpose of communicating with other subscribers or customers of such Virgin Company or such Virgin Company itself as an ancillary or incidental part of such service or business not attracting additional payment including, by way of example, dating services and internet auctions; or

(c)the customers of or subscribers to a service or business provided by any Virgin Company as an ancillary or incidental and minor part of that service or business not attracting additional payment to enable email communications by and to such customers or subscribers,

provided that such Virgin Company may not provide any other Business Communications Services under the Marks, unless otherwise permitted under the terms of this Deed, without the prior written consent of the Licensee;

“Other Equipment” means any equipment, device or accessory (other than Core Equipment) capable of use with or complementary to the provision, delivery or use of the Business Communications Services but not branded with the Marks;

“Other Webspace Services” means the provision of a URL for webspace to the customers of or subscribers to a service or business provided by any Virgin Company solely for the purpose of communicating with other subscribers or customers of such

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Virgin Company or such Virgin Company itself as an ancillary or incidental part of such service or business not attracting additional payment including, by way of example, dating services and internet auctions, provided that such Virgin Company may not provide any other Business Communications Services, unless otherwise permitted under the terms of this Deed, without the prior written consent of the Licensee;

“Partner Services” means the provision of access by means of any Business Communications Service, in conjunction with or as part of the Business Communications Services, to any products or services of a third party, subject to the provisions of clause 3.5;

“Permitted Email Address” means any email address in any form incorporating the Domain Names or the Names;

“Permitted Third Party” has the meaning given to it in clause 7.1(b);

“Permitted Webspace Address” means a URL for webspace provided to Business Customers in any form incorporating the Domain Names or the Names;

“Quarter” means each period of three months ending on 31 March, 30 June, 30 September and 31 December;

“Quarterly Report” means Virgin Media Inc.’s financial report to the SEC in respect of each Quarter on Form 10-Q pursuant to the Securities Exchange Act of 1934 and any replacement or equivalent report so filed with the SEC;

“Roaming Services” means services comprising a facility enabling a user of any mobile communications network (other than the network that has allocated the user’s international mobile subscriber identity number or equivalent number) to obtain access to any Mobile Radio Telecommunication Services;

“RPI” means the United Kingdom retail prices index (all items) as published by the Office for National Statistics (or by any government department or other body upon which duties in connection with such index devolve) or other official cost of living index published in place of that index and which most nearly represents the current basis of calculation of such index;

“Royalties” means the payments described in clause 4;

“Royalty Commencement Date” means 1 March 2010;

“Sales Channels” means Direct Sales Channels and all other forms of sales routes (excluding the Licensee’s own retail stores, save for any referrals resulting from the operation of the Virgin Media Consumer Licence), where such other forms of sales routes may include third party sales routes;

“SEC” means the US Securities and Exchange Commission or its replacement or successor body;

“Securities Exchange Act of 1934” means the Securities Exchange Act of 1934, as amended from time to time, of the United States of America;

“Service Levels”means the Base Service Levels, Technical Service Levels and Customer Loyalty Service Levels;

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“Site” means any of the Virgin Media Group’s internet sites using the Domain Names;

“SME” means any small or medium-sized business, enterprise or company (including, without limitation, partnerships and sole traders) that employs less than 25 staff;

“Subsidiary” means any subsidiary undertaking as defined in Section 1162 of the Companies Act of 2006 (as amended), save that reference to an undertaking shall be deemed to include an undertaking registered in an overseas jurisdiction;

“Substitute Annual Report” has the meaning given to it in clause 4.11;

“Substitute Quarterly Report” has the meaning given to it in clause 4.11;

“Technical Service Levels” means the technical performance measures set out in section 2 of Schedule 3;

“Term” means the term of this Deed which is to be a period starting on the Commencement Date and ending at midnight (GMT) on 2 April 2036, unless terminated earlier in accordance with this Deed;

“Territory” means the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland, the Isle of Man and the Channel Islands;

“TM Guidelines” means the “Virgin” guidelines for the usage of the Marks by members of the Virgin Media Group as supplied by VEL to any member of the Virgin Media Group pursuant to the Virgin Media Consumer Licence (being the Virgin Red Book and the Virgin Brand Book) and the direct selling and offshore outsourcing policies set out in Schedule 6, as amended or updated by agreement in writing of the parties from time to time;

“Viewdata” means the combination of: (a) the B2B communication platform commonly known as “Viewdata”; (b) the B2B communication service currently called Traveleye and Endeavour; and (c) a B2B payment system, in each case substantially as they exist as at the Commencement Date, that together enable travel agents to search, book and pay for travel related products directly with tour operators and other travel providers only using Content provided by such tour operators and other travel providers;

“Virgin Company” means any person (other than any member of the Virgin Media Group or any other company licensed under the terms of this Deed) which has been authorised to use the name “Virgin” or the initial “V” whether alone or in conjunction with any other word, name or mark from time to time;

“Virgin Group” means:

(a)VEL and any company which is a Holding Company of that company or a Subsidiary of that company or a Subsidiary of such Holding Company; or

(b)any undertaking which is under the Control whether directly or indirectly of any person mentioned in (i) to (v) below or any combination of them:

(i)R.C.N. Branson (the “Individual”) together with the trustees of any settlement created by the Individual;

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(ii)any spouse of the Individual, or any child or remoter issue of the Individual’s grandparents and any spouses or such child or remoter issue;

(iii)the trustee or trustees for the time being of any settlement made by any person mentioned in (ii) above acting within that capacity;

(iv)any personal representative of the Individual acting within that capacity; or

(v)any person acting as bare nominee for the Individual or any of the persons mentioned in (i) to (iv) inclusive above;

“Virgin Marks” means the registered trade marks and trade mark applications listed in Part A of Schedule 1 and the Virgin Signature (including the logo set out in Part B of Schedule 1) as updated from time to time;

“Virgin Media Consumer Licence” means the trade mark licence between the Licensee and VEL, dated 3 April 2006, as amended from time to time;

“Virgin Media Group” means the Licensee and any undertaking which is a Holding Company of that undertaking or a Subsidiary of that undertaking or a Subsidiary of such Holding Company;

“Virgin Media Inc.” means the ultimate Holding Company of the Licensee from time to time or, in the circumstances described in clause 4.11, shall have the meaning set forth in that clause;

“Virgin Signature” means the “Virgin” signature and the signature marks set out in Schedule 1; and

“Vouchers” means any payment or replenishment service, facility or method in card and electronic form (including top up cards, pre-paid cards, electronic top up and ATM/SMS top up) through which products or services relating to the Licensed Activities can be purchased by Business Customers, but excluding gift tokens or gift vouchers.

1.2The headings in this Deed are inserted only for the purpose of convenience and shall not affect the construction of this Deed.

1.3The Schedules form part of this Deed.

1.4References to any statute or statutory provision or order or regulation made thereunder shall include that statute, provision, order or regulation as amended, modified, re-enacted or replaced from time to time.

1.5Words denoting the singular shall include the plural and vice versa.

1.6References to a party or the parties is to a party or the parties (as the case may be) to this Deed and shall include any permitted assignees of a party.

1.7References to the masculine, feminine or neuter gender respectively includes the other genders and any reference to the singular includes the plural (and vice versa).

1.8A person includes any individual, firm, corporation, unincorporated association,

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government, state or agency of state, association, partnership, joint venture or other entity (whether or not incorporated or having a separate legal personality).

1.9A person includes a reference to that person’s legal personal representatives and successors.

1.10A company shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established.

1.11Writing shall include any modes of reproducing words in a legible and non-transitory form and “written” shall be construed accordingly.

1.12References to “includes” and “including” shall mean “includes without limitation” and “including without limitation”.

1.13Where any rights are stated as being licensed under this Deed on an “exclusive” basis, it shall mean that only the Licensee and members of the Virgin Media Group are permitted to use such rights and (for the avoidance of doubt) VEL, any member of the Virgin Group and any Virgin Company shall not be permitted to utilise such rights.

2.ACKNOWLEDGEMENTS

2.1The Licensee acknowledges:

(a)receipt of the TM Guidelines;

(b)that all rights in the Marks belong to VEL;

(c)save as expressly set out in this Deed, that no member of the Virgin Media Group shall acquire or claim any title to any of the Marks by virtue of the rights granted to them by this Deed or through their use of the Marks either before or after the date of this Deed;

(d)except in respect of trade marks that are the subject of an assignment to and/or re-filing by Virgin Media pursuant to clauses 7.5, 9.14 or 9.15 of this Deed, that all goodwill generated or accrued by the use of the Marks by the Licensee and any other member of the Virgin Media Group shall at all times be deemed to have accrued to VEL and the Licensee shall, and shall procure that all other members of the Virgin Media Group shall, if so requested by VEL, execute an assignment in favour of VEL of any and all such goodwill; and

(e)that it and the members of the Virgin Media Group shall only use the Marks under this Deed in relation to  products and services forming part of the Licensed Activities.

2.2At VEL’s cost (except to the extent that it specifically falls within the Licensee’s obligations under this Deed) the Licensee shall do any act and execute and deliver any documents reasonably required to give effect to clause 2.1.

2.3The parties acknowledge that certain rights and/or obligations under this Deed may overlap and/or conflict with rights and/or obligations under the Virgin Media Consumer Licence.  For as long as the parties to the Virgin Media Consumer Licence are the same as the parties to this Deed (or: (a) in the case of the Licensee, they are a member of the Virgin Media Group; or (b) in the case of VEL, they are a member of

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the Virgin Group), in the event of any such conflict or overlap and unless otherwise expressly stated in this Deed, the parties agree that the provisions of the Virgin Media Consumer Licence shall take precedence.

2.4For as long as the parties to the Virgin Media Consumer Licence are the same as the parties to this Deed (or: (a) in the case of the Licensee, they are a member of the Virgin Media Group; or (b) in the case of VEL, they are a member of the Virgin Group), the parties shall not be permitted to take action under this Deed, if action is already being taken by any party under the Virgin Media Consumer Licence in respect of the same matter and in respect of the same Losses (as defined in clause 8.14).  For example, under clause 7.5, the Licensee is granted certain rights in respect of trade mark registrations for the Names which VEL chooses not to renew.  Similar rights are granted to the licensee under the Virgin Media Consumer Licence.  To the extent that the licensee under the Virgin Media Consumer Licence has exercised its rights under the Virgin Media Consumer Licence, any identical rights granted under this Deed shall not apply.

2.5Nothing in this Deed amends the Virgin Media Consumer Licence in any way or is designed or intended in any way to limit, restrict or vary the rights already granted in the Virgin Media Consumer Licence.

3.GRANT

Exclusive Rights

3.1In consideration of the Royalties and the covenants and undertakings contained in this Deed, VEL hereby grants to the Licensee and to all members of the Virgin Media Group for the Term with effect from the Commencement Date the exclusive rights:

(a)to use the Marks in the Territory in relation to:

(i)the provision of Business Communications Services to Business Customers;

(ii)the branding (but not the manufacture) of Core Equipment and the provision of Core Equipment branded with the Marks to Business Customers;

(iii)the Communications Networks required for the provision of the Business Communications Services;

(iv)the provision and/or interconnection of Communications Networks, or any individual part(s) thereof;

(v)the provision of site co-location services (which for example, includes the housing of equipment for the provision of Business Communications Services and/or Communications Networks); and

(vi)offering or making available any of the above to Business Customers or potential Business Customers through Sales Channels;

(b)to use the Names as part of its registered company names and to use the

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same on headed notepaper and other corporate materials and communications which, in the course of business, bear the company name and in relation to the non-trading activities and securities listing of any member of the Virgin Media Group and as may otherwise be required by law during the Term, provided that when used as a company name such name is always followed by the relevant company denotation (e.g. Limited) for the relevant type of company and jurisdiction;

(c)subject to clause 3.3(c) below, to use the Names throughout the world;

(d)subject to clauses 3.3(a) and 3.3(c) below, to use the Domain Names;

(e)to use the Names in the Territory on or in relation to advertisements, sponsorship, promotional brochures, other materials and magazines (in or on any media) in relation to the Licensed Activities to the extent of the rights granted exclusively under this clause 3.1.  The parties recognise that there may be incidental advertising, sponsorship or promotional activities undertaken outside the Territory by the Licensee, members of the Virgin Media Group or Permitted Third Parties which are aimed at Business Customers or potential Business Customers (except in the case of Roaming Services) inside the Territory and which relate to the Licensed Activities provided within the Territory (provided that nothing in this clause shall prevent other VEL licensees conducting similar activities inside the Territory under provisions equivalent to those found in this clause 3.1(e));

(f)to use the Marks in relation to the provision of Roaming Services provided to Business Customers outside the Territory and non-Business Customers (other than Customers as defined under the Virgin Media Consumer Licence) inside the Territory, subject to the right of any other entity which is licensed by VEL to use the name “Virgin Mobile” outside the Territory to provide services equivalent to the Roaming Services to that entity’s customers outside that entity’s licensed territory and to non-customers within its licensed territory; and

(g)to use the Marks in the Territory on or in relation to Vouchers in respect of the Licensed Activities under this clause 3.1.

Non-Exclusive Rights (except in respect of the Names which is exclusive)

3.2In consideration of the Royalties and the covenants and undertakings contained in this Deed, VEL hereby grants to the Licensee and to all members of the Virgin Media Group for the Term with effect from the Commencement Date the following non-exclusive rights (except that this grant is exclusive in relation to the use of the Names in the Territory):

(a)to use the Marks in the Territory in relation to Ancillary Services;

(b)to use the Marks in the Territory in relation to Bundled Services;

(c)to use the Marks in the Territory in relation to Partner Services;

(d)to use the name “Virgin” as part of its registered company names and to use the same on headed notepaper and other corporate materials and communications which, in the course of business, bear the company name

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and in relation to the non-trading activities and securities listing of any member of the Virgin Media Group and as may otherwise be required by law during the Term, provided that when used as a company name such name is always followed by the relevant company denotation (e.g. Limited) for the relevant type of company and jurisdiction;

(e)to use the Marks on or in relation to the Site, advertisements, sponsorship, materials, promotional brochures, other materials, magazines and the physical assets of members of the Virgin Media Group and other materials used in each case in the ordinary course of conducting and promoting the Licensed Activities;

(f)to use the Marks in the Territory in relation to promotional products (including those in electronic form) which are incidental to the Licensed Activities provided that they are normally distributed free by members of the Virgin Media Group in the Territory and not by way of commercial or retail sale;

(g)to use the Marks in the Territory in relation to the sale and supply of:

(i)Other Equipment, unbranded Mobile Accessories, unbranded Mobile Devices and unbranded Core Equipment; and

(ii)branded Mobile Accessories and branded Mobile Devices,

in each case via Sales Channels, provided that the sale and supply of unbranded Core Equipment, Mobile Accessories, Mobile Devices, and Other Equipment is ancillary or incidental to the sale and supply of Virgin Media Group’s Business Communications Services and branded Core Equipment, branded Mobile Accessories and branded Mobile Devices;

(h)to use the Marks in the Territory on or in relation to Mobile Accessories and Mobile Devices;

(i)to use the Marks in the Territory on or in relation to Vouchers in respect of the Licensed Activities under this clause 3.2;

(j)to use the Marks in the Territory on or in relation to software applications specifically designed for use with Core Equipment and/or Mobile Devices;

(k)to use the Marks in the Territory in relation to Viewdata.

Restrictions on the exercise of the rights granted pursuant to clauses 3.1 and 3.2

3.3The following restrictions shall apply to the exercise of the rights granted pursuant to clauses 3.1 and 3.2:

(a)VEL recognises that members of the Virgin Media Group may:

(i)use the Domain Names and forms of technology or media now in existence or developed in the future that are or will be by their nature accessible worldwide, including the internet and certain TV broadcasts (such as satellite) which have a larger reach or footprint than can be contained by a territorial grant of rights;

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(ii)provide remote access to any services forming part of the Licensed Activities to Business Customers temporarily located outside the Territory;

(iii)provide any services forming part of the Licensed Activities from or at locations outside the Territory into the Territory for the benefit of any Business Customers inside the Territory (other than in the case of Roaming Services or Extra-Territorial Services); and

(iv)subject to clause 3.3(b), provide Extra-Territorial Services to Business Customers,

and VEL acknowledges and agrees that such worldwide or extra-territorial reach or remote access to the Licensed Activities shall not be considered a breach by the Licensee or any member of the Virgin Media Group of this Deed provided that the Licensee agrees that the Licensed Activities (other than the Roaming Services and/or the Extra-Territorial Services) shall be targeted at Business Customers within the Territory and that the Licensee shall not itself and shall procure that no member of the Virgin Media Group shall actively solicit orders from outside the Territory for any of the goods or services that are the subject of such Licensed Activities to be supplied and/or provided outside the Territory (other than Roaming Services and/or Extra-Territorial Services).  Where practicable, the Licensee shall also include a statement in its user terms to the effect that the Business Communications Services and the Licensed Activities (other than the Roaming Services and/or the Extra-Territorial Services) are not made available outside the Territory;

(b)to the extent that the Licensee provides any Extra-Territorial Services to Business Customers pursuant to the operation of clause 3.3(a), such Extra-Territorial Services shall only be permitted provided that they do not account for more than 3% of annual Licensed Business Revenues or 3% of all physical sites to which the Licensed Activities (taken altogether) are provided pursuant to the operation of this Deed from time to time;

(c)the Licensee acknowledges that VEL may grant other parties rights to use the Virgin Marks (but not the Names nor the Domain Names) outside the Territory in relation to activities similar or identical to:

(i)the Licensed Activities (including Roaming Services or Extra-Territorial Services) and may grant such rights using forms of technology or media developed in the future that will by its nature be accessible world-wide, such that the Virgin Marks may be accessible to persons within the Territory; or

(ii)the Extra-Territorial Services to such entity’s customers outside that entity’s licensed territory and to non-customers within its licensed territory.

The Licensee agrees that the grant of these rights shall not amount to a breach of VEL’s obligations under this Deed provided that (save in relation to Roaming Services) VEL does not authorise these other parties to use the

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Virgin Marks to solicit orders or target customers within the Territory for the goods or services that are the subject of the Licensed Activities to be supplied and/or provided inside the Territory and where such orders originate from inside the Territory; and

(d)the Licensee and members of the Virgin Media Group shall only use the Marks in the form of the Names and shall not use the name “Virgin” or the “V” from the Virgin Signature by itself, except in the following circumstances:

(i)those listed in Schedule 5;

(ii)where there are space constraints and where the Licensee has sought and obtained VEL’s prior written consent (not to be unreasonably withheld, conditioned or delayed);

(iii)where the Licensee has sought and obtained VEL’s prior written consent (not to be unreasonably withheld, conditioned or delayed); or

(iv)as otherwise permitted by the TM Guidelines.

Limitations on Bundled Services

3.4Where members of the Virgin Media Group are offering Bundled Services, the Licensee shall and shall procure that members of the Virgin Media Group shall use its or their reasonable endeavours to ensure that the use of the Marks in relation to the Bundled Services:

(a)does not create the impression that any of the Bundled Services are offered by members of the Virgin Media Group on a standalone basis separate from Business Communications Services;

(b)does not create the impression that the relevant member of the Virgin Media Group is actually the provider (otherwise as an intermediary or conduit) of the third party or non-”Virgin” branded elements of the Bundled Services;

(c)could not reasonably be considered to result in customer confusion (regarding who is providing the third party or non-”Virgin” branded elements of the Bundled Services); and

(d)does not create the impression that any third party services are branded with the Marks (unless the relevant provider is a Virgin Company).

Limitations on Partner Services

3.5Where members of the Virgin Media Group are providing Partner Services, the Licensee shall and shall procure that members of the Virgin Media Group shall use its or their reasonable endeavours to ensure that the use of the Marks in relation to the Partner Services:

(a)does not create the impression that the relevant member of Virgin Media Group is actually the provider (otherwise as an intermediary or conduit) of the Partner Services or any of the goods or services which are subject of the Partner Services;

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(b)could not reasonably be considered to result in customer confusion (regarding who is providing the Partner Services); and

(c)does not create the impression that any third party goods or services are branded with the Marks (unless the relevant provider is a Virgin Company).

3.6Notwithstanding the provisions of clauses 3.4 and 3.5, VEL confirms that in connection with provision of Bundled Services and Partner Services, where the trade marks and trade names of third parties appear along with or in association with the Marks, the Licensee shall be entitled to provide registration and authentication services, billing and payment services and customer and technical support using the Marks.

Limitations on Co-Branding

3.7The parties acknowledge that the trade marks and trade names of third parties and any member of the Virgin Media Group may appear along with or in association with the Marks provided that:

(a)such trade marks and trade names are used to identify the products and services being offered or to identify a trading entity;

(b)such trade marks and trade names are not used in combination with the Marks so as to form a new or composite mark (other than as expressly permitted under this Deed) without the prior written consent of VEL (such consent not to be unreasonably withheld, conditioned or delayed); and

(c)such trade marks and trade names are not used in any manner which is not in accordance with honest and commercial practices or without due cause takes unfair advantage thereof or could reasonably be considered to result in customer confusion.

Domain Names and Internet Use

3.8The parties agree and acknowledge that the Licensee and members of the Virgin Media Group shall primarily use and market a domain name and a URL using the Names in the form “Name.com” and “virgin.com/Name” and that any other Domain Names shall primarily be used to generate additional traffic to the Site and/or for specific activities or promotions.

3.9Throughout the Term, VEL shall procure that a clearly accessible hyperlink is maintained (and appears ‘above the fold’) on the Virgin.com website (or such other main portal website operated by or on behalf of the Virgin Group from time to time) to the Site and the Licensee shall and shall procure that members of the Virgin Media Group shall ensure that a hyperlink is maintained on the Site to the Virgin.com website (or such other main portal website operated by or on behalf of the Virgin Group from time to time).

Reservation of VEL’s Rights

3.10VEL shall not use or license the use of the Marks, the name “Virgin”, the letter “V” or anything confusingly similar thereto in the Territory at any time during the Term in relation to any of the exclusive Licensed Activities specified in clause 3.1, but VEL and/or any Virgin Company shall not be prevented by virtue of this Deed from using

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the Virgin Marks in relation to:

(a)promoting their own business, products and/or services and/or offering their products and/or services with reference to the “Virgin” name in the Territory through any third party Business Communications Services or Communications Network or to the customers of any third party Business Communications Services or Communications Network;

(b)any non-exclusive rights under this Deed;

(c)Other Email Services and Other Webspace Services;

(d)Business Communications Services provided in the ordinary course of business within premises and locations ordinarily forming part of the activities licensed by VEL to such Virgin Company where the provision of such Business Communications Services is incidental to and a minor adjunct of their principal business including, retail outlets, health and fitness centres, hotels, aeroplanes, trains, cars, motorcycles, ships or other modes or transport, private airport lounges, train station lounges and other transportation lounges;

(e)internet cafes; or

(f)sponsorship of any sports events, tournaments, leagues or teams,

provided that:

(i)all such use of the Virgin Marks in accordance with this clause, other than in relation to 3.10(f) above, is confined to use in conjunction with, and always in front of, any word or words which are used to describe or denote the activities licensed by VEL to the relevant Virgin Company (subject to any exceptions equivalent to those under clause 3.3(d));

(ii)this is done in accordance with honest commercial practices and in the ordinary course of VEL and/or any Virgin Company business and in such a way which could not reasonably be considered to result in customer confusion as to who is the actual provider of such services; and

(iii)where the Licensee is of the opinion that any Virgin Company is using the Marks in breach of the Licensee’s exclusive rights under this Deed, then this shall be referred to dispute resolution in accordance with clause 14.6.

No Grant to Third Parties

3.11VEL agrees that whilst the Virgin Media Consumer Licence remains in force and effect it shall not use itself nor grant to any third party the right to use the Names anywhere in the world other than in accordance with, and subject to, any restrictions contained in, this Deed or the Virgin Media Consumer Licence.

3.12Subject to clause 3.11, VEL agrees that it shall not during the Term and for a period of six (6) months from the date of termination or expiry of this Deed or, at the Licensee’s option, twelve (12) months (subject in such latter case to the Licensee

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paying to VEL a sum equivalent to the amount paid to VEL in the last two full Quarters for which a royalty was paid, adjusted to take account of RPI from the date of termination or expiry of the Deed to the end of the six (6) month period following such termination or expiry):

(a)use itself nor grant to any person other than the Licensee the right to use the Marks in the Territory in relation to any of the exclusive Licensed Activities specified in clause 3.1 (except to the extent other licensees of the Marks are permitted to use them in respect of services equivalent to Business Communications Services in the manner described in clause 3.10(d));

(b)use itself nor grant to any third party the right to use the Names anywhere in the world;

(c)use itself nor grant to any third party the right to use the letter “V” (whether plain or in stylised form) in front of: (i) the word “MEDIA” anywhere in the world; or (ii) any word or words which are identical or colourably similar to the Names in the Territory; and

(d)use itself nor grant to any third party other than the Licensee the right to use the Marks in respect of the marketing or supply in physical retail outlets of Business Communications Services and Core Equipment provided by any third party and sold under that third party brand (and warrants that it has not granted any such rights prior to the date of this Deed) in the Territory.

Miscellaneous Provisions

3.13Members of the Virgin Media Group shall be entitled to do all acts which would otherwise be restricted by the copyright in the Marks in connection with the carrying on and provision of the Licensed Activities.

3.14The Licensee undertakes that it and relevant members of the Virgin Media Group shall make genuine use of the Marks as soon as reasonably practicable after the Commencement Date (unless otherwise agreed between the parties) in relation to the Business Communications Services provided from time to time by the Virgin Media Group for at least the Minimum Term.

3.15The parties acknowledge that, during the Term, major technological changes and advancements will occur in relation to the Licensed Activities which the parties are unable to foresee as at the Commencement Date.  As such, the parties declare that it is their common intention that this Deed is intended to cover such changes and advancements and to enable the Licensed Activities in respect of which the Marks may be used to develop over the Term.  The parties further acknowledge that the definitions of “Business Communications Services” and “Communications Network” provided for in this Deed are intended to include not only existing communications services and networks, but also new communications services and networks which result from innovations, technological developments and discoveries and the trend towards the convergence of such communications services and networks to ensure that the Virgin Media Group can effectively compete with new communications services and networks introduced by others as well as innovate and introduce new communications services and networks of its own.  The parties agree that this Deed, including the definitions of “Business Communications Services” and “Communications Network”, shall be construed accordingly.

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3.16Without prejudice to the provisions of clause 3.15, should either party at any time during the Term be of the view that this Deed as drafted, including the definitions of “Business Communications Services” and “Communications Network”, does not fully reflect the common intentions of the parties as stated in clause 3.15, it may notify the other party to that effect and the parties will meet within 14 days to agree in good faith appropriate amendments to this Deed.  In the event that the parties fail to reach agreement on appropriate amendments within one hundred and eighty (180) days of any notification given under this clause 3.16, either party may refer the matter to dispute resolution in accordance with clause 14.6.

3.17The Licensee shall be entitled to remove names from the list of names in Part B of Schedule 2 (as amended from time to time) at any time on written notice to VEL.

4.PAYMENT OF ROYALTIES

4.1Except as set out in clause 6.9 and subject to clauses 4.2 and 4.3, the Licensee agrees to pay VEL a royalty the greater of:

(a)one quarter of one per cent (0.25%) of the Licensed Business Revenues; or

(b)three hundred and seventy five thousand pounds Sterling (£375,000),

in respect of each Quarter during the Term. In respect of any part of a Quarter during the Term, the Royalties shall be determined in accordance with the following provisions of this clause 4, but shall be reduced pro rata in accordance with the number of days during which this Deed subsists compared with the number of days in the Quarter in question.

4.2Upon each anniversary of the Commencement Date the royalty set out in clause 4.1(b) shall automatically be increased in accordance with the most recently published percentage change in RPI over the 12 month period preceding the relevant anniversary date.  Within 30 days after each anniversary of the Commencement Date VEL shall notify the Licensee in writing of the new royalty rate in clause 4.1(b) for the 12 month period following the relevant anniversary date.  In the event that the Licensee has reasonable grounds to believe that there is an error in the proposed adjustment of the royalty rate in clause 4.1(b), it shall notify VEL in writing and the parties shall use reasonable endeavours to resolve any discrepancies raised by the Licensee.  Any disputes as to the adjustment of the royalty rate in clause 4.1(b) shall be referred to the dispute resolution procedure set out in clause 14.6.

4.3The royalties set out in clause 4.1 shall become payable from the earlier of: (a) the Royalty Commencement Date; or (b) the first external use of the Marks by the Licensee or a member of the Virgin Media Group under this Deed.

4.4The Licensee shall, within ten (10) Business Days after the date on which Virgin Media Inc. has filed a Quarterly Report with the SEC in respect of a Quarter, deliver to VEL a statement in respect of such Quarter, certified as correct by the chief financial officer of Virgin Media Inc., of the total Licensed Business Revenues and the Royalties due to VEL in respect of such Quarter.

4.5All amounts payable under this Deed are expressed exclusive of VAT. Each party shall, to the extent required by law, pay VAT on all sums becoming due from it to the other party under the provisions of this Deed at the appropriate rate in force, upon

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receipt of a valid VAT invoice.

4.6VEL shall be entitled to render an invoice in respect of the Royalties due under clause 4.1 upon receipt of the statement referred to in clause 4.4.  The Licensee shall pay such Royalties within thirty (30) Business Days following receipt by the Licensee of an appropriate VAT invoice.

4.7The Licensee shall, within ten (10) Business Days after the date on which Virgin Media Inc. has filed an Annual Report in respect of a Financial Year, deliver to VEL a statement in respect of such Financial Year, certified as correct by the chief financial officer of Virgin Media Inc., of the total Licensed Business Revenues and the Royalties due to VEL in respect of such Financial Year. In the event that the sum of the Royalties paid by the Licensee under clause 4.6 for that Financial Year are less or more than those certified under this clause 4.7, the Licensee shall pay any additional Royalties due to VEL or VEL shall return to the Licensee any excess Royalties paid, as the case may be, within ten (10) Business Days of such certificate.

4.8All payments of Royalties to VEL will be made in pounds Sterling to VEL’s bank account or as directed by VEL. All payments due to the Licensee will be made in Sterling to the Licensee’s bank account or as directed by the Licensee.

4.9If either party fails to pay any sum due and payable under these terms to the other party which is not the subject of a dispute between the parties, the amount due will bear interest, accruing from the due date until the date of actual payment, calculated at a daily rate equivalent to two per cent. above the base rate then in effect of Lloyds TSB Bank plc (or its successor in title) (both before and after any court judgment).

4.10Virgin Media Inc.’s Quarterly Reports and Annual Reports shall be prepared in accordance with Accounting Standards and, in respect of Annual Reports, shall be audited by Virgin Media Inc.’s auditors. As such, save as set out in clause 4.11, VEL shall have no rights of inspection or audit of the Licensee’s books and records nor of any other member of the Virgin Media Group.

4.11If at any time Virgin Media Inc. shall no longer be a registrant reporting under the Securities Exchange Act of 1934, or Virgin Media Inc. shall no longer report Business Revenues in its Quarterly Report or Annual Report, the Virgin Media Group shall provide substitute reports to VEL that include the same information in respect of Business Revenues as would have been included in its Quarterly Report or Annual Report as contemplated by this Deed (such substitute reports, respectively, a “Substitute Quarterly Report” and a “Substitute Annual Report”) and shall be certified as correct and audited in the manner provided in clauses 4.4, 4.7 and 4.10.  Such Substitute Quarterly Reports in respect of each of the first three quarters of each Financial Year shall be due within sixty (60) days of the end of that quarter and the Substitute Annual Report shall be due within ninety (90) days of the end of the Financial Year.  In each such case, Financial Year shall mean the fiscal year of, and the Substitute Quarterly Reports and Substitute Annual Reports shall be produced in respect of, a company designated by Virgin Media Group which shall be the company whose subsidiaries are responsible for 100% of Business Revenues and which has the most direct supervisory or governance role in respect of such subsidiaries, references to Virgin Media Inc. in this Deed shall be deemed to refer to such company, and such Substitute Quarterly Reports Substitute and Annual Reports shall be deemed to be Quarterly Reports and Annual Reports for the purposes set forth in this Deed.

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4.12In the event that VEL has reasonable grounds to believe that there is a material error in the calculation of the Royalties, it shall notify the Licensee in writing and the parties shall use reasonable endeavours to resolve any discrepancies raised by VEL in good faith.  Any disputes as to the calculation of Royalties shall be referred to the dispute resolution procedure set out in clause 14.6.  If such dispute has not been resolved and the mediator appointed pursuant to clause 14.6 decides that a material error may have been made, VEL shall be entitled to carry out an audit of the Virgin Media Group’s books of accounts as reasonably necessary to determine whether there has been a material error in the statements certified under clauses 4.4 and 4.7 or in the information certified under clause 4.11.  Any such audit shall be conducted as follows:

(a)upon the written request of VEL and not more than once in each period of twelve months, and only after Virgin Media Inc. has published its accounts for any given Financial Year, the Licensee shall permit one of KPMG LLP, Ernst and Young LLP, Deloitte LLP or PricewaterhouseCoopers LLP, or their successors in title as appointed by VEL and agreed by the Licensee (or, failing agreement, such other auditing firm of international repute as is agreed), to have access during normal business hours to such records of the Virgin Media Group as are reasonably necessary to determine whether there has been any material error in calculating the Royalties and whether there has been an overpayment or underpayment of Royalties pursuant to this Deed for any Quarter in such Financial Year or for the whole of the Financial Year in question. In the absence of material error, such accounting firm shall not be entitled to question the application of the Virgin Media Group’s judgement in applying the Accounting Standards (or that of their accountants and auditors);

(b)the Licensee, at the cost of VEL, shall and shall procure that relevant members of the Virgin Media Group will provide such assistance to the accounting firm as is reasonably necessary in connection with the audit, provided that the Licensee has received reasonable advance notice of such audit from VEL. Such accounting firm shall execute a confidentiality undertaking no less strict than the confidentiality obligations set forth in this Deed in a form reasonably acceptable to the Licensee and suitable for the purpose of performing the audit under this clause 4.12.  Such accounting firm shall carry out its audit within two (2) calendar months and report only on matters which bear on whether the Royalties paid or due to be paid by the Licensee were determined and accurately calculated in accordance with this Deed. The report shall be addressed to both VEL and the Licensee;

(c)these rights with respect to any Quarter or any Financial Year shall terminate twelve (12) months after the end of such Quarter or Financial Year;

(d)if, after consultation with the parties, such accounting firm concludes that there was an overpayment or underpayment, the Licensee shall pay the additional royalties due to VEL or VEL shall return to the Licensee any excess royalties paid, as the case may be, and in each case together with interest thereon, within thirty (30) days after the accounting firm’s written report is delivered to both VEL and the Licensee. The fees and disbursements charged by such accounting firm shall be paid by VEL unless

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the accounting firm concludes that there has been an underpayment by more than five percent (5%) of the royalties due, in which case the Licensee shall pay its reasonable fees and disbursements. Neither VEL nor the Licensee shall consult with such accounting firm in person or orally unless the other parties are given reasonable advance notice of and the opportunity to participate in such consultation; all communications made in writing shall be copied to the other party who may respond to the accounting firm in question with a copy to the other parties; and

(e)the decision of the accounting firm, acting as expert and not as arbitrator, shall be final and binding upon the parties (save in the case of fraud or a material error), and not subject to dispute resolution procedures under clause 14.6 or otherwise. Should either party fail to comply with the decision, the cost of any proceedings brought to enforce same shall be at the sole expense of the non-complying party, who shall reimburse the complying party for its reasonable attorneys’ fees and reasonable disbursements.

4.13VEL and the Licensee shall treat all information subject to review under this clause 4 in accordance with the confidentiality provisions of this Deed.

4.14The Licensee agrees to provide, at the reasonable request of VEL, a monthly revenue report with sufficient information for the purposes of determining the royalties due and payable under this Deed (as generally distributed within the Virgin Media Group to senior management).

5.CONDITIONS OF USE

5.1The Licensee acknowledges that the value and reputation of the Marks is such that they denote high quality status and agrees to and shall procure that relevant members of the Virgin Media Group shall:

(a)use all reasonable endeavours to apply the Marks to goods and services of a style, appearance and quality so as to maintain the value and reputation of the Marks;

(b)subject to clause 5.2, use the Marks in accordance with the TM Guidelines; and

(c)use all reasonable endeavours to apply the Marks to goods and services of a standard consistent with good industry practice and standards.

5.2The Licensee shall not be obliged to consult VEL as to its manner of use of the Marks where such use is in accordance with the TM Guidelines.  However, the Licensee may submit designs and/or proposed advertising, marketing or promotional materials using the Marks to VEL for approval, such approval not to be unreasonably withheld, conditioned or delayed.  Where VEL has not sent (by courier, post, email or facsimile) to the Licensee at its then usual business or email address a written response in relation to the designs and/or materials submitted by the Licensee within five Business Days (or such other period as may be agreed between the parties) of receipt of such designs and/or materials, VEL shall be deemed to have approved the designs and/or materials for the purposes of this clause.

5.3In the event that either party wishes to create any logo incorporating the Marks

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specific to the Licensee, then the parties shall work together to create such logo, provided that the Licensee agrees that VEL shall have the right of final design approval of such logo in respect of matters such as brand consistency.

5.4The Licensee shall use all reasonable endeavours to comply with the following conditions of use:

(a)where reasonably practicable, and upon request from VEL, the Licensee shall display and shall procure that the relevant members of the Virgin Media Group shall display a statement in the following terms:

“Virgin” and the Virgin Signature logo are registered trade marks of Virgin Enterprises Limited and are used under licence.”;

(b)the Marks may not be used in combination with any other marks, names, words, logos, symbols or devices to form a new or composite mark (except as specified in this Deed) without the prior written consent of VEL, such consent not to be unreasonably withheld, conditioned or delayed;

(c)the exercise of the rights granted by this Deed to the members of the Virgin Media Group shall comply in all material respects with all applicable laws and regulations in force within the Territory save to the extent that such compliance is made impractical by the action or inaction of VEL;

(d)the Licensee shall and shall procure that relevant members of the Virgin Media Group shall obtain and comply in all material respects with all necessary consents, licences and authorisations required in connection with the provision of the Licensed Activities within the Territory save to the extent that such compliance is made impractical by the action or inaction of VEL; and

(e)the Marks shall not be used in any manner which, knowingly, wilfully or recklessly, would bring them into disrepute or otherwise materially damage the goodwill or reputation of the Marks or materially damage VEL’s right in and to the Marks.

5.5During the Term the Licensee shall not use, and shall procure that no relevant members of the Virgin Media Group use, without VEL’s prior consent (such consent not to be unreasonably conditioned, withheld or delayed):

(a)any marks which are confusingly similar to but not identical with the Marks in relation to the Licensed Activities; or

(b)the Marks or any marks which are confusingly similar to but not identical with the Marks in relation to any activities other than the Licensed Activities.

5.6In order to ensure that any relevant member of the Virgin Media Group is complying with the obligations under this Deed, the Licensee shall, and shall procure that relevant members of the Virgin Media Group shall, on reasonable written request from VEL:

(a)provide reasonable quantities of free samples of any materials (including all advertising, marketing and promotional materials) bearing the Marks used in

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connection with the Licensed Activities prior to or in the course of their installation, sale or distribution;

(b)provide VEL as soon as practicable with full particulars of proposed advertising campaigns bearing the Marks used in connection with the Licensed Activities;

(c)promptly provide VEL on an aggregate basis with sufficient details of all material complaints made by customers, distributors, retailers and/or members of the public (but shall not be obliged to supply personal data or identify complainants where to do so would be in breach of the Data Protection Act 1998) relating to the Licensed Activities conducted under the Marks together with reports on the resolution of such complaints and shall comply with any reasonable directions or recommendations given by VEL in respect thereof;

(d)provide VEL with details of any material claims, litigation, arbitration or administrative proceedings, investigations or enquiries which are in progress or threatened in writing against the relevant member of the Virgin Media Group concerning the Licensed Activities carried out using the Marks. This clause shall not require any member of the Virgin Media Group to waive or jeopardise its rights to any privilege in relation to such proceedings, investigations or enquiries;

(e)meet with VEL once in each calendar year in order to review the exercise of the rights granted by this Deed to the members of the Virgin Media Group;

(f)where VEL has reasonable grounds to believe that any member of the Virgin Media Group is not complying with this Deed, VEL (or its nominated representatives) may upon reasonable notice in writing during business hours, enter the premises of any member of the Virgin Media Group at which the Licensed Activities are carried out, or the Marks are otherwise used and have access to all documents which may be reasonably requested to assess whether the relevant member of the Virgin Media Group is complying with the obligations under the terms of this Deed provided that:

(i)VEL shall use its reasonable endeavours to ensure that it shall cause as a little disruption as possible whilst on such premises;

(ii)VEL acknowledges that it or its nominated representative shall be under the supervision of the relevant member of the Virgin Media Group whilst at the premises; and

(iii)VEL shall not interfere in any way with the computer systems of any member of the Virgin Media Group but where access to any computer systems is reasonably necessary for VEL’s inspection under this clause, such access shall be carried out by a representative of the Virgin Media Group to the reasonable direction of VEL or its nominated representative, subject to compliance with the Data Protection Act 1998;

(g)provide VEL with the reports referred to in Schedule 3 and, to the extent only any such materials are actually produced by or on behalf of the

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Licensee, copies of customer service scripting, copies of pro-forma letters sent to customers and any brand tracking studies/reports undertaken by or on behalf of the Virgin Media Group.

VEL acknowledges and agrees that the Licensee shall be deemed to have complied with the provisions of clause 5.6(a) and 5.6(b) if the information and materials requested under such provisions is provided to or made available to the Chief Marketing Officer.

5.7If at any time the Licensee or any member of the Virgin Media Group fails to comply in any material respect with the conditions of use or standards of quality and presentation set out in this clause 5 (other than with respect to Service Levels), VEL may direct the Licensee or such member of the Virgin Media Group, in writing, to take such reasonable steps as may be necessary to ensure compliance with this clause 5 and the Licensee shall procure that the relevant member of the Virgin Media Group shall, within twenty five (25) days or any such period as the parties may agree, correct any such non-compliance.  In relation to the TM Guidelines this may include the withdrawal of non-complying advertising, marketing or promotional materials where reasonably practicable.

5.8The parties shall comply with the obligations set out in Schedule 3 with respect of the Service Levels.

5.9The Licensee recognises that it is part of a group of companies and businesses licensed by VEL to use the Marks and agrees that it shall cooperate in Virgin Group activities and initiatives, including charitable initiatives associated with Virgin Unite, procurement initiatives, marketing forums, promotions of the virgin.com website, provided that the Virgin Media Group shall not be required to participate in any activity or initiative where it considers in its absolute discretion that such participation may be detrimental to the Virgin Media Group or its business, operations or other activities.  Where any Virgin Company requests its products or services be accessible through the Business Communications Services provided by the Virgin Media Group and/or be included as part of the Partner Services, then the Licensee shall consider in all good faith such requests on terms that are no less favourable than those offered to any other third party where such request does not unreasonably impact on its business. VEL shall use all reasonable efforts to facilitate activities and initiatives proposed by the Licensee in conjunction with any Virgin Company and on terms no less favourable than those offered to any other third party.

5.10VEL shall provide reasonable support and guidance to the members of the Virgin Media Group engaged in the Licensed Activities, as may be requested from time to time, in relation to the members of the Virgin Media Group’s use and/or proposed use of the Marks.

5.11VEL shall use all reasonable efforts to ensure that the members of the Virgin Media Group are treated no less favourably than other Virgin Companies.

6.TRADE MARK PROTECTION

6.1The Licensee acknowledges VEL’s right, title and interest in the Marks (subject to this Deed) and undertakes not to do and shall procure that the members of the Virgin Media Group shall not do any act which would jeopardise or invalidate the registration of the Marks nor to do any act which could give rise to any application to

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remove the Marks or which would otherwise prejudice in a material way VEL’s right, title and interest in the Marks.

6.2The Licensee and VEL each undertake that they shall, and the Licensee shall procure that relevant members of the Virgin Media Group shall, at the other’s request and at their own expense, execute or procure the execution of any document which may be necessary to allow recordal of the rights granted to the members of the Virgin Media Group by this Deed and the corresponding cancellation of such recordal on the expiry or termination of this Deed, for whatever reason.

6.3The Licensee shall not and shall procure that no member of the Virgin Media Group shall seek any registration of any trade mark, copyright, domain name (in relation to domain names only, either itself or on behalf of any third party) or analogous right which is identical with or confusingly similar to any of the Marks or which otherwise incorporates the “Virgin” name. VEL agrees, at the Licensee’s cost, to register any additional and available domain names comprising a new and relevant domain name suffix relating to the Licensed Activities and containing the Names as are reasonably requested by the Licensee, and all such domain names shall, when registered, automatically be deemed “Domain Names” for the purposes of this Deed. The Licensee shall be responsible for administering sub-domains for which no registration in required and applying for and maintaining SSL licences (e.g. certificates for secure websites) in the name of VEL, for which purpose VEL consents to the use of its name on such applications and registrations and agrees to provide its reasonable assistance (including, without limitation, information) as the Licensee may from time to time require for these purposes.

6.4VEL shall take all reasonable steps to ensure that the registrations of the Marks cover (and, if applicable, are extended to cover) the scope of the Licensed Activities and shall accordingly make all such formal trade mark applications in its own name as are, in its reasonable opinion, necessary (at its cost).

6.5VEL shall:

(a)use all reasonable endeavours to prosecute any pending applications for the Marks to registration as soon as reasonably practicable hereafter which shall include seeking in good faith to overcome all oppositions and objections;

(b)ensure that the registrations of such of the Marks as are registered are renewed as and when they fall due for renewal;

(c)upon the written reasonable request, and at the expense of the Licensee, apply and prosecute further trade mark registrations in the Territory which feature the Marks in the form of the Names, following which such applications and registrations shall be added to Schedule 1.  The Licensee shall have the right to review and provide comment on any such pending applications, and VEL shall, in good faith, consider such comments; and

(d)maintain and protect the goodwill and reputation of the Marks, provided that VEL shall not be in breach of this clause 6.5(d) to the extent that diminution of the goodwill and reputation of the Marks is caused by a breach of this Deed by the Licensee or a member of the Virgin Media Group.

6.6Other than those additional trade marks and additional domain names requested by the

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Licensee in accordance with clauses 6.3 and 6.5(c), the costs of filing, pursuing and renewing other formal trade mark applications and other any registrations in the Territory for any of the Marks and the Domain Names under clause 6 which relate in whole or in part to the Licensed Activities shall be paid in full and in a timely manner by VEL.

6.7The Licensee shall and shall procure that relevant members of the Virgin Media Group shall, at the reasonable request and expense of VEL, provide reasonable assistance in connection with the protection and maintenance by VEL of its rights in and to the Marks as VEL may from time to time in its reasonable discretion determine necessary including providing details of sales figures, Business Customer numbers, marketing spend, launch dates and dates of first use of the Marks by the members of the Virgin Media Group.

6.8Without prejudice to the rights of the members of the Virgin Media Group under this Deed, the Licensee shall and shall procure that relevant members of the Virgin Media Group shall immediately stop using, or as VEL may direct, modify the use of, any Marks in relation to any part or parts of the Licensed Activities, on receipt of written notice from VEL that such use infringes or is reasonably likely to infringe the Intellectual Property Rights of a third party (other than any Virgin Company) provided always that:

(a)VEL gives the Licensee full details of the alleged infringement, together with a written opinion from competent external and independent legal counsel specialising in intellectual property law to the effect that such use constitutes, or is reasonably likely to constitute, an infringement of the Intellectual Property Rights of a third party; and

(b)VEL shall permit the relevant members of the Virgin Media Group to recommence use of the Marks if, and as soon as reasonably practicable after, VEL settles the matter with the third party with the effect that use by the members of the Virgin Media Group is permitted or would no longer amount to an infringement of such third party’s Intellectual Property Rights,

provided that nothing in this clause 6.8 shall prevent the members of the Virgin Media Group from exercising any rights they may have against VEL.

6.9The Licensee shall not be required to make any Royalty payments in relation to those Licensed Activities in respect of which it is unable to use the Marks for any period during which such use of the Marks by any member of the Virgin Media Group is suspended under clause 6.8.

7.DEALINGS

7.1Save as otherwise specified in this Deed, the rights granted under this Deed are personal to the Licensee and the other members of the Virgin Media Group and they shall not delegate, assign, sub-license or sub-contract any of those rights (except by way of mortgage, charge or security, and only until such time as that funding shall be repaid notice of which shall be given to VEL) to any third party without the prior written consent of VEL (such consent not to be unreasonably withheld or delayed, except in respect of an assignment to a third party where VEL may give or withhold consent in its absolute discretion) provided that:

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(a)the Licensee may assign all of its rights and obligations under this Deed to a solvent member of the Virgin Media Group as part of a reorganisation of the Virgin Media Group without the prior written consent of VEL provided that:

(i)notice of any such assignment and details of the assignee shall be provided to VEL by the Licensee and the assignee is thereafter deemed to be the Licensee for the purposes of this Deed;

(ii)the Licensee shall procure that, in the event of such assignee ceasing to be a solvent member of the Virgin Media Group, any such rights and/or obligations assigned shall revert automatically back to the Licensee or such other member of the Virgin Media Group as the Licensee shall direct;

(iii)this Deed shall be binding on any successors or permitted assignee of the Licensee and the Licensee shall and shall procure that any such successor or permitted assignee of the Licensee is notified of the terms of this Deed; and

(iv)such assignee is resident in the U.K. for tax purposes;

(b)the Licensee shall be entitled to authorise third parties to use the Marks in relation to the services they provide to the members of the Virgin Media Group engaged in the Licensed Activities or in connection with the promotion or sale of the Virgin Media Group’s products and services (a “Permitted Third Party”), provided that:

(i)such third parties agree in writing to be bound by terms relating to use of the Marks no less onerous than under this Deed;

(ii)such parties shall only be permitted to use the Marks in accordance with honest commercial practices and in a way which does not take unfair advantage of the Marks and which is not misleading and could not reasonably be considered to result in customer confusion;

(iii)for the avoidance of doubt, any authorisation granted pursuant to this clause 7.1(b) shall terminate immediately on termination of this Deed;

(c)the Licensee shall be permitted to grant to Business Customers a non-transferable right (without the right to sub-license) to use their Permitted Email Address and Permitted Webspace Address and to reproduce the same upon materials for the purpose of providing the Permitted Email Address and Permitted Webspace Address to third parties;

(d)any rights granted to or enjoyed by a member of the Virgin Media Group shall automatically cease subject to clauses 9.10, 9.12, 9.14 and 9.15 on that member ceasing to be part of the Virgin Media Group; and

(e)any act or omission on the part of any member of the Virgin Media Group or any third party authorised to use the Marks under this Deed which would constitute a breach of any term or condition of this Deed shall constitute a

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breach of that term or condition by the Licensee provided that this shall be without prejudice to VEL’s rights to take direct action as against that member or third party.

7.2In the event of any assignment by the Licensee in accordance with clause 7.1, the Licensee shall execute and procure the execution by the assignee of a novation agreement with VEL (and VEL agrees to execute such novation agreement) so as to give effect to the transfer and to bind the assignee to all provisions to this Deed.

7.3Save as otherwise specified in this Deed, the rights granted under this Deed are personal to VEL and VEL shall not delegate, assign, sub-license or sub-contract any of those rights including its rights under the Marks (except by way of mortgage, charge or security, and only until such time as that funding shall be repaid notice of which shall be given to the Licensee) to any third party without the prior written consent of the Licensee (such consent not to be unreasonably withheld, conditioned or delayed), provided that VEL may assign all of its rights and obligations under this Deed including its rights under the Marks to a solvent member of the Virgin Group as part of a reorganisation of the Virgin Group without the prior written consent of the Licensee, provided that:

(a)notice of any such assignment and details of the assignee shall be provided to the Licensee by VEL and the assignee is thereafter deemed to be the Licensor for the purposes of this Deed;

(b)VEL procures that the assignment of the relevant marks is subject to the Licensee’s rights under this Deed;

(c)VEL shall procure that the assignee shall take subject to the Licensee’s rights under this Deed in relation to those marks;

(d)VEL shall procure the execution by the assignee of a novation agreement with the Licensee (and the Licensee agrees to execute such novation agreement) so as to give effect to the transfer and bind the assignee to all provisions to this Deed; and

(e)such assignee is resident in the United Kingdom for tax purposes.

7.4This Deed shall be binding on any successors or permitted assignee of the Licensee and the Licensee shall procure that any such successor or permitted assignee of the Licensee is notified of the terms of this Deed. This Deed shall be binding on any successors or permitted assignee of VEL and VEL shall procure that any such successor or permitted assignee of VEL is notified of the terms of this Deed.

7.5In the event that VEL:

(a)chooses not to renew any one or all of the trade mark registrations for the Names VEL agrees to notify the Licensee and, at the Licensee’s request, VEL agrees that in consideration for one hundred pounds (£100), all title to those Names it has chosen not to renew and the goodwill associated with such marks in the Territory shall be assigned to the Licensee.  This obligation to assign shall not apply in respect of any Community Trade Marks which VEL shall, at the Licensee’s request and cost, either convert to a series of national marks and in respect of any such national conversions in the Territory, assign those solely relating to the Territory to the Licensee or

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cancel them in which event VEL confirms that the Licensee shall be entitled to register a national mark in the form of any such Community Trade Mark; or

(b)irremediably fails (with no prospect of mitigating or resolving such failure) to renew any of the trade mark registrations for the Names VEL acknowledges that it shall not object to the Licensee seeking to re-file such marks.  VEL agrees to notify the Licensee of any such failure to renew as soon as it discovers such failure and the Licensee agrees to notify VEL should it become aware of any impending or missed deadline for renewal.

7.6For the purposes of clause 7.5(a) and 7.5(b), VEL hereby irrevocably appoints any of the officers and directors of the Licensee from time to time to be its true and lawful attorney (each an “Attorney”) with the full power and authority of VEL in its name to execute on VEL’s behalf in whatever manner required any document or thing lawfully necessary in such form as the Attorney in his absolute discretion may reasonably deem necessary or desirable to give effect to the assignment referred to in clause 7.5(a) and any refiling pursuant to clause 7.5(b) and/or any documents required to facilitate any such refiling and its prosecution to grant and VEL undertakes to ratify whatever the Attorney may do in its name or on its behalf in exercising such powers.

8.INDEMNITY, WARRANTIES AND LIMITATIONS OF LIABILITY

Warranties

8.1VEL warrants to the Licensee that:

(a)it is a limited company duly organised, existing and in good standing under the laws of England and resident in the United Kingdom for tax purposes and is beneficially entitled to the Royalties paid pursuant to clause 4.1 of this Deed;

(b)it is either (as applicable) the owner or registered proprietor of, or applicant for registration of the Marks and the Domain Names, and that it has the right to grant the rights granted to the members of the Virgin Media Group under this Deed and it has not granted and will not grant those or any conflicting rights to any other person in the Territory during the Term;

(c)at the date of this Deed it has paid all current renewal fees necessary to ensure the continued registration of the Marks and the Domain Names where applicable and that it, or any third party acting on its behalf in such matters, has a secure system in place prompting payment of all renewals in a timely manner before they become due and shall pay all renewal fees as they become due (subject to clause 7.5);

(d)it is not aware of any other rights whose grant under this Deed would be necessary to enable the members of the Virgin Media Group to carry on the Licensed Activities under the Marks;

(e)it will not itself exercise, and it has not appointed, authorised or allowed and it will not appoint, authorise or allow anyone else to exercise, any rights which are inconsistent with the rights granted hereunder;

(f)it is not aware of any actual, proposed or threatened claims, litigation or

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challenges as to its ownership of the Marks or the Domain Names or claims of Intellectual Property Rights infringement by third parties in relation to the use of the rights licensed hereunder;

(g)as far as it is aware, use of the Marks and the Domain Names by members of the Virgin Media Group in accordance with the terms of this Deed will not infringe the Intellectual Property Rights of any third party; and

(h)VEL owns all such goodwill as exists in the Marks.

Indemnity and limitations and exclusions of liability

8.2The provisions of the remainder of this clause 8 set out each party’s entire liability (including any liability for the acts and omissions of its employees or agents) to the other party in respect of:

(a)any breach of its contractual obligations arising under this Deed; and

(b)any representation, statement or tortious act or omission including negligence arising under or in connection with this Deed.

8.3Any act or omission of a party falling within clause 8.2 shall for the purposes of this clause 8 be known as an “Event of Default”.

8.4Neither party excludes or limits liability to the other party for fraud or for death or personal injury due to its own negligence or its employees’ or agents’ negligence whilst acting in the course of their employment, or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.

8.5Subject to clause 8.4, in respect of any claim arising in respect of an Event of Default only (but not, for the avoidance of doubt, in respect of any Intellectual Property Rights claim pursuant to clause 8.6), neither party shall be liable to the other in respect of any Event of Default for:

(a)any loss or damage suffered by the other as a result of a claim or action brought by a third party (except to the extent that such party is entitled to recover in respect of such a claim or action under any express term of this Deed); or

(b)any special, indirect or consequential loss or damage, even if such loss or damage was reasonably foreseeable or such party had been advised of the possibility of the other party incurring the same.

8.6Subject to clause 8.7, VEL agrees to indemnify and hold harmless the Licensee from and against all costs (including the costs of enforcement, reasonable legal costs, fees and expenses and value added tax), liabilities, injuries, direct, special, indirect and consequential loss and expenses, actions, proceedings, claims, demands and damages arising directly or indirectly from a claim or threatened claim by a third party against the Licensee that any exercise of the Intellectual Property Rights licensed to it under this Deed infringes the Intellectual Property Rights of any third party. The benefit of this indemnity shall, for the avoidance of doubt, extend to claims made against the Virgin Media Group by any other Virgin Company conducting similar activities outside the Territory in respect of the provision by the Virgin Media Group of the

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Licensed Activities in accordance with this Deed.

8.7Subject to clause 8.4, the maximum liability of each party during the Term, in aggregate, in respect of:

(a)any and all Events of Default; and/or

(b)any and all claims pursuant to clause 8.6 where they arise in respect of use by the Virgin Media Group of the non-”Virgin” part of the Names and where such claims relate primarily to the non-”Virgin” part of the Names (and not primarily to the use of the Virgin Marks or the name “Virgin” in association or conjunction with the non-”Virgin” part of the Names),

shall be limited to a sum not exceeding two hundred million pounds sterling (£200,000,000), save that any claim for indemnification pursuant to clause 8.6 in respect of use by the Virgin Media Group of the Virgin Marks and/or where the claim relates primarily to the use of the Virgin Marks or the name “Virgin” in association or conjunction with the non-”Virgin” part of the Names and/or any other Intellectual Property Rights licensed under this Deed shall be unlimited.

8.8The monetary limits of liability set out in clause 8.7 shall be subject to a 1% increase on each anniversary of the Commencement Date.

8.9A failure by either party to perform its obligations under this Deed shall not be treated as an Event of Default if and to the extent such failure was caused wholly or mainly by the other party’s failure to perform any of its obligations under this Deed.

8.10Nothing in this clause shall confer any right or remedy upon a party to which it would not otherwise be legally entitled.

8.11The parties expressly agree that should any limitation or exclusion in this clause 8 be held to be invalid or void under any applicable statute or rule of law it shall, to that extent, be deemed omitted, but if any party thereby becomes liable for loss or damage which would otherwise have been excluded, such liability shall remain subject to the other limitations and provisions set out herein.

8.12The provisions of this clause shall continue to apply notwithstanding the termination or expiry of this Deed for any reason whatsoever.

8.13Save for those expressly set out in this Deed, all warranties, terms, conditions, undertakings and obligations, whether express or implied, by statute, common law, trade usage, course of dealing or otherwise are excluded to the maximum extent legally possible.

8.14The parties acknowledge that neither party shall be liable to the other in respect of any costs (including the costs of enforcement, reasonable legal costs, fees and expenses and value added tax), liabilities, injuries, direct, special, indirect and consequential loss and expenses, actions, proceedings, claims, demands and damages (together defined as “Losses”) arising pursuant to the Deed to the extent that such Losses are recoverable from such other party under the Virgin Media Consumer Licence.

9.TERMINATION AND EFFECTS OF TERMINATION

9.1The Deed shall commence on the Commencement Date and shall continue for the

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Term unless terminated earlier in accordance with the terms of this Deed. This Deed (and any authorisations granted by the Licensee to third parties pursuant to clause 7.1(b)) shall expire automatically without need for further notice on expiration of the Term. The Licensee shall be entitled to renew this Deed following the Term on reasonable commercial terms in accordance with sub-clauses 9.1(a) to 9.1(c) of this clause 9.1.  If the Licensee wishes to renew this Deed:

(a)it shall give notice in writing at least twelve (12) months prior to the expiry date of its intention to renew;

(b)the parties shall commence negotiation of the terms for the renewed agreement within three (3) months of such notice and shall devote such resource as is required to ensure that the negotiation is completed at least six (6) months prior to the original expiry date (provided that if the negotiations have not been completed prior to expiry of the Term this Deed will terminate automatically); and

(c)the parties shall act reasonably and in good faith in the conduct of such negotiation.

9.2In the event that VEL has reasonable and bona fide grounds to believe that the use of the Marks under this Deed by any member of the Virgin Media Group (including the Licensee) has been or is reasonably likely to result in a long-term and material diminution in the value of the Marks including the reputation or goodwill in the Marks, then:

(a)VEL shall serve written notice in accordance with clause 12.1 specifying the same and the parties shall call a meeting of their senior representatives to discuss the issues raised;

(b)the parties shall agree a plan to resolve the issues raised during a period of thirty (30) days (“Resolution Plan”) following the written notice referred to in clause 9.2(a) above;

(c)if the parties fail to agree such a Resolution Plan, then each party’s chief executive officer, chief operating officer or equivalent officer shall meet in a good faith effort to resolve the outstanding issues and agree a Resolution Plan with the original thirty (30) day period.  In the event of any failure to resolve such issues and/or agree a Resolution Plan within the original thirty (30) day period such issues shall be referred to the dispute resolution procedure in clause 14.6;

(d)if the Resolution Plan is agreed under clauses 9.2(b) or 9.2(c), then immediately on agreement thereof, each party shall implement any duties, actions or responsibilities allocated to it in such Resolution Plan in order to resolve the dispute in good faith, such Resolution Plan to be implemented within a further period of ninety (90) days from agreement of the Resolution Plan or such other period as may be agreed in the Resolution Plan;

(e)if the Virgin Media Group complies with its obligations under the Resolution Plan, then no further action will be taken by VEL in respect of that particular breach. In the event that the Resolution Plan fails to substantially remedy the breach or alleged breach, or there is a new breach,

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then the procedure in this clause 9.2 shall be repeated; and

(f)if the Virgin Media Group fails to comply with its obligations under the Resolution Plan within the agreed timetable (and provided that such failures are not attributable to any act or omission of VEL) and the use or lack of use of the Marks by any member of the Virgin Media Group in the reasonable view of VEL remains materially damaging on a long term basis to the Marks or VEL (or is still likely to be), or the dispute resolution process under clause 14.6 has been unsuccessful,  then VEL shall be entitled to terminate this Deed on one hundred and eighty (180) days written notice (provided that any damage shall cease immediately). If the Virgin Media Group in good faith disputes the fairness or validity of such notice, then this shall be referred to dispute resolution in clause 14.6 to the extent that failure to agree a Resolution Plan in respect of the same had not already been referred to dispute resolution.

9.3In the event that any member of the Virgin Media Group commits persistent and material breaches or a flagrant and material breach of any term or condition of this Deed then:

(a)VEL shall serve written notice in accordance with clause 12.1 specifying the same and the parties shall call a meeting of their senior representatives to discuss the issues raised;

(b)the parties shall agree a plan to resolve the issues raised during a period of sixty (60) days (“Contract Resolution Plan”) following the written notice referred to in clause 9.3(a) above;

(c)if the parties fail to agree such a Contract Resolution Plan, then each party’s chief executive officer, chief operating officer or equivalent officer shall meet in a good faith effort to resolve the outstanding issues and agree a Contract Resolution Plan within the original sixty (60) day period.  In the event of any failure to resolve such issues and/or agree a Contract Resolution Plan within the original sixty (60) day period such issues shall be referred to the dispute resolution procedure in clause 14.6;

(d)if the Contract Resolution Plan is agreed under clauses 9.3(b) or 9.3(c), thereafter each party shall implement any duties, actions or responsibilities allocated to it in such Contract Resolution Plan in order to resolve the dispute in good faith, such Contract Resolution Plan to be implemented within a further period of one hundred and eighty (180) days from agreement of the Contract Resolution Plan or such other period as may be agreed in the Contract Resolution Plan;

(e)if the Virgin Media Group complies with its obligations under the Contract Resolution Plan, then no further action will be taken by VEL in respect of that particular breach or alleged breach.  In the event that the Contract Resolution Plan substantially fails to remedy the breach or alleged breach, or there is a new breach, then the procedure in this clause 9.3 shall be repeated; and

(f)if the Virgin Media Group fails to comply with its obligations under the Contract Resolution Plan within the agreed timetable (and provided that

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such failures are not attributable to any act or omission of VEL) and the breach remains a material breach, on a long term basis, in the reasonable view of VEL  or the dispute resolution process under clause 14.6 has been unsuccessful, then VEL shall be entitled to terminate this Deed on one hundred and eighty (180) days written notice (provided that any such material breach shall cease immediately). If the Virgin Media Group in good faith disputes the fairness or validity of such notice, then this shall be referred to dispute resolution in clause 14.6 to the extent that failure to agree a Contract Resolution Plan in respect of the same had not already been referred to dispute resolution.

9.4VEL shall have the right, by giving one hundred and eighty (180) days notice in writing to the Licensee and/or any relevant party or parties, to terminate this Deed if:

(a)the Licensee or any relevant party suffers an Insolvency Event;

(b)the Licensee or any relevant party challenges the validity of or the entitlement of VEL to use or license the use of any of the Marks (other than where such use or licence is in breach of the rights and licences granted to the Licensee under this Deed), except that action by the Licensee under clauses 6 and 8 shall not be treated as any such challenge; and

(c)the Licensee or any relevant party ceases or threatens to cease to use the Marks and/or carry on the whole or any material part of the Licensed Activities.

9.5The Licensee shall notify VEL if:

(a)there is a disposal of all, or substantially all, of the assets owned by members of the Virgin Media Group and which are used in connection with the provision of the Business Communications Services (the “Assets”); or

(b)there is a change of Control of the Licensee, or any Holding Company of the Licensee (except for Virgin Media Inc.) other than as part of a group re-organisation or where the shareholders of the Licensee or Holding Company of the Licensee following a re-organisation remain substantially the same,

where, within thirty (30) days of such notification, either party shall have the right by giving one hundred and eighty (180) days notice in writing to the other to terminate this Deed.

9.6VEL shall notify the Licensee if there is a change of Control of VEL, or any Holding Company of VEL other than as part of a group re-organisation or where the shareholders of VEL or Holding Company of VEL following a re-organisation remain substantially the same.  If any member of the board of directors of the ultimate Holding Company of the company acquiring such Control of VEL, or the acquirer itself, is not a Fit and Proper Person then, within thirty (30) days of such notification, the Licensee shall notify VEL of such fact and its intention to exercise its right to terminate this Deed under this clause 9.6 unless VEL procures the removal of such director.  VEL shall have a further thirty (30) days to procure the removal of such director.  In the event that VEL fails to procure such removal, then the Licensee shall have the right by giving one hundred and eighty (180) days notice in writing to VEL to terminate this Deed.

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9.7The Licensee shall have the right to terminate this Deed at any time:

(a)by giving twelve (12) months’ notice in writing to VEL; or

(b)by giving one hundred and eighty (180) days’ notice in writing to VEL if VEL suffers an Insolvency Event or ceases to trade or carry on business.

9.8In the event that:

(a)in each case in respect of the Licensed Activities, the value and reputation of the Marks materially diminishes such that they no longer denote high quality status, have become generic, have lost their distinctiveness or no longer represent the Virgin brand values and/or continued use by the Licensee and/or any member of the Virgin Media Group has been or is likely to be damaging to the goodwill or reputation of such member of the Virgin Media Group on a long term basis (other than as a result of any breach of this Deed by the Licensee or any member of the Virgin Media Group or any third party authorised to use the Marks by or on behalf of the Licensee). (For the avoidance of doubt the parties agree that the diminution in value, loss of high quality status, distinctiveness or change of brand value may be caused by or attributable to the act or omission of any Virgin Company or any representative thereof or spokesperson therefor); or

(b)VEL directs the Licensee to stop using or materially modify the use of the Marks in relation to a material part of the Licensed Activities under clause 6.8 and such direction has significant impact on the Licensee’s business or part thereof or if the Licensee is otherwise prevented by law or by order of a court of competent jurisdiction from exercising a material part of the rights granted to it under this Deed for the remainder of the Term; or

(c)VEL commits a persistent and material or flagrant and material breach of any term or condition of this Deed,

then:

(i)the Licensee shall serve written notice in accordance with clause 12.1 specifying the same and the parties shall call a meeting of their senior representatives to discuss the issues raised;

(ii)the parties shall agree a plan to resolve the issues raised during a period of sixty (60) days (“VEL Resolution Plan”) following the written notice referred to in clause 9.8(c)(i) above;

(iii)if the parties fail to agree such a VEL Resolution Plan, then each party’s chief executive officer, chief operating officer or equivalent officer shall meet in a good faith effort to resolve the outstanding issues and agree a VEL Resolution Plan within the original sixty (60) day period.  In the event of any failure to resolve such issues and/or agree a VEL Resolution Plan within the original sixty (60) day period such issues shall be referred to the dispute resolution procedure in clause 14.6;

(iv)if the VEL Resolution Plan is agreed under clause 9.8(c)(ii) or

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9.8(c)(iii), thereafter each party shall implement any duties, actions or responsibilities allocated to it in such VEL Resolution Plan in order to resolve the dispute in good faith, such VEL Resolution Plan to be implemented within a further period of one hundred and twenty (120) days from agreement of the VEL Resolution Plan or such other period as may be agreed in the Resolution Plan;

(v)if VEL complies with its obligations under the VEL Resolution Plan, then no further action will be taken by the Licensee, in the event that the VEL Resolution Plan substantially fails to remedy the issue then the procedure in this clause 9.8 shall be repeated; and

(vi)if VEL fails to comply with its obligations under the VEL Resolution Plan within the agreed timetable (and provided that such failures are not attributable to any act or omission of the Licensee), and the breach, or alleged breach, remains unrectified in the reasonable view of Virgin Media Group, or the dispute resolution process under clause 14.6 has been unsuccessful, then the Licensee shall be entitled to terminate this Deed on one hundred and eighty (180) days written notice. If VEL in good faith disputes the fairness or validity of such notice, then this shall be referred to dispute resolution in clause 14.6 to the extent that failure to agree a VEL Resolution Plan in respect of the same had not already been referred to dispute resolution.

9.9If this Deed is:

(a)terminated by the Licensee pursuant to clauses 9.5, 9.7(a) or 9.16; or

(b)terminated by VEL pursuant to clauses 9.5 or 9.16,

and any such termination takes effect at any time during the Minimum Term, the Licensee shall pay VEL an amount calculated as follows:

B x { t=1∑t=A  [1  /  ( 1 + i ) t ] }

where

A = the number of Quarters between the date of termination of this Deed and the expiry of the Minimum Term rounded to the nearest whole number;

B = the average of the royalty payments made by the Licensee in respect of the four full Quarters which immediately preceded the date of termination;

i = quarterly effective interest rate calculated as follows:

i = { [ [ (r – g) / (1 + g) ] +1 ] ^ 0.25 } -1;

g = 2%;

38

r = the weighted average cost of capital (“WACC”) for the Virgin Media Group to be agreed at the relevant time of change of control and, in the absence of agreement between the parties, to be determined by a jointly appointed independent investment bank of international repute.

A worked example of this formula is set out, for illustrative purposes only, in the Virgin Media Consumer Licence.

9.10Subject to clause 9.11, upon expiration of the Term or earlier termination of this Deed for any reason, the Licensee, and any relevant party or parties, shall have a period of no more than one hundred and eighty (180) days thereafter; to:

(a)cease all use of the Marks provided that the Licensee, and any relevant party or parties, shall immediately cease to use the Marks to acquire any new customers other than as part of an orderly winding down of the use of the Marks in accordance with this clause 9.10;

(b)remove from any establishment or place (including the internet and any websites) all representations of the Marks including all signs or display material bearing the Marks where it is reasonably practicable or financially proportionate to remove such representations;

(c)deliver (at its expense) to VEL (or to any person, firm or company nominated by VEL) such products and other materials in its possession or under its control which reproduce or display the Marks or, at the election of VEL, destroy such products and other materials and provide VEL with satisfactory evidence of their destruction, provided that the Licensee shall be entitled to sell and/or distribute to existing Business Customers only any existing products and/or materials produced in relation to the Licensed Activities during the one hundred and eighty (180) period following termination or expiry; notwithstanding the foregoing, the Licensee shall have the absolute right to re-brand or otherwise remove, delete or cover up the Marks on any products or materials and to sell, distribute and market such products or materials so long as the Marks are not displayed on such products or materials and it is obvious that the Marks were previously displayed on such products or materials; and

(d)change its name to a name that does not incorporate the Marks or any part thereof or anything colourably similar thereto or starting with “V” (including a name consisting of “V” by itself) and cease to use the name “Virgin” as a business or trading name or part thereof,

provided that in relation to any early termination under clauses 9.2(f) or 9.3(f), any damaging use of the Marks or any material breach of this Deed giving rise to such termination shall cease immediately upon termination.

9.11If this Deed is:

(a)terminated by the Licensee pursuant to clauses 9.5, 9.7(a) or 9.16; or

(b)terminated by VEL pursuant to clauses 9.5 or 9.16,

the rights granted in clause 9.10 shall be subject to the continued payment of royalties

39

by the Licensee in accordance with clause 4 for as long as any such rights are used.  In all other circumstances, the rights granted in clause 9.10 shall be royalty free.

9.12Upon a member of the Virgin Media Group ceasing to be a member of the Virgin Media Group in circumstances where this Deed otherwise continues, the departed member shall have a period of ninety (90) days thereafter (on a royalty free basis) to:

(a)cease all use of the Marks provided that the departed member shall immediately cease to use the Marks to acquire any new customers other than as part of an orderly winding down of the use of the Marks in accordance with this clause 9.12;

(b)remove from any establishment or place (including the internet and any websites) owned by such departed member all representations of the Marks including all signs or display material bearing the Marks where it is reasonably practicable or financially proportionate to remove such representations;

(c)deliver (at such departed member’s expense) to VEL (or to any person, firm or company nominated by VEL) such products and other materials in such departing member’s possession or under its control which reproduce or display the Marks or, at the election of VEL, destroy such products and other materials and provide VEL with satisfactory evidence of their destruction, provided that the departed member shall be entitled to sell and/or distribute to existing Business Customers only any existing products and/or materials produced in relation to the Licensed Activities during the ninety (90) day period following departure from the Virgin Media Group; notwithstanding the foregoing, the departed member shall have the absolute right to re-brand or otherwise remove, delete or cover up the Marks on any products or materials and to sell, distribute and market such products or materials so long as the Marks are not displayed on such products or materials and it is obvious that the Marks were previously displayed on such products or materials;

(d)change its name to a name that does not incorporate the Marks or any part thereof or anything colourably similar thereto or starting with “V” (including a name consisting of “V” by itself) and cease to use the name “Virgin” as a business or trading name or part thereof.

9.13For the avoidance of doubt, notwithstanding the time limits set out in clauses 9.2, 9.3 and 9.8, the parties shall be under an obligation to remedy any breach as soon as reasonably practicable.

9.14Termination of this Deed for any reason shall otherwise be without prejudice to the rights of either party which may have accrued up to the date of such termination or during the phase out period under clauses 9.10 and 9.11.  In addition, in relation to a termination pursuant to clause 9.7(b), the Licensee shall have the option to take an assignment of the Names, such assignment to be subject to: (a) the rights of any existing licensees of such Names; and (b) payment by the Licensee of a sum representing the Fair Market Value of the Names.  Termination or expiry of this Deed does not affect the survival of Clauses 1 (Definitions), 3.11 and 3.12 (No Grant to Third Parties), 8 (Indemnity, Warranties and Limitations of Liability), 9.9 to 9.12 (Termination and Effects of Termination), 9.14 (Termination and Effects of

40

Termination), 9.15 (Termination and Effects of Termination), 11 (Confidentiality), 12 (Notices), 14 (General) and any other provision of this Deed which is expressly or by implication intended to continue to have effect after this Deed has come to an end.

9.15For the purposes of giving effect to the assignment in accordance with clause 9.14, VEL shall promptly execute an assignment of the Names in favour of the Licensee in a form reasonably satisfactory to the Licensee and VEL irrevocably and severally appoints the Licensee and any person nominated for the purpose by the Licensee (in writing and signed by an officer of the Licensee) as its attorney (with full power of substitution and delegation) in its name and on its behalf and as its act and deed to execute such assignment and any other deed, assurance, agreement, instrument, act or thing which may be required to give effect to the assignment of the Names in favour of the Licensee, and VEL covenants with the Licensee to ratify and confirm all such acts or things made, done or executed by that attorney.

9.16For as long as the parties to the Virgin Media Consumer Licence are the same as the parties to this Deed (or, in the case of the Licensee, they are a member of the Virgin Media Group), at any time after the service of written notice by either party to the Virgin Media Consumer Licence validly terminating the Virgin Media Consumer Licence for any reason (but prior to the date of expiry of such notice validly terminating the Virgin Media Consumer Licence), either party to this Deed shall have the right to terminate this Deed on written notice to the other, such termination taking effect from when the Virgin Media Consumer Licence terminates.  Prior to either party exercising this right, however, the parties shall discuss (each acting reasonably and in good faith) whether or not this Deed can or should continue after the Virgin Media Consumer Licence has terminated.

9.17Except as otherwise provided herein, neither party may terminate this Deed without the written consent of the other.

10.INFRINGEMENTS

10.1Each party shall promptly notify the other of any unauthorised use or infringement or suspected or threatened infringement of the Marks or of any passing off or of any other act or thing which might materially vitiate or prejudice the rights of VEL or the members of the Virgin Media Group in and to or under the Marks respectively that comes to its notice at any time giving reasonable particulars thereof.

10.2Subject only to clause 10.5 below, VEL shall have the exclusive right in its absolute discretion and at its expense to take whatever action it believes necessary and proper in connection with any unauthorised use, infringement, suspected or threatened infringement, passing off, or other unlawful interference with the rights of VEL in the Marks save that in taking such action it shall also act in the interests of the Licensee and other members of the Virgin Media Group to the extent that to do so does not significantly prejudice VEL and/or VEL’s rights in the Marks.

10.3The Licensee agrees to provide to VEL all reasonable assistance which VEL may require in connection with any action it may decide to take in relation to any unauthorised use, infringement, suspected or threatened infringement, passing off or other unlawful interference with the rights of VEL (including, without limitation, bringing or joining in proceedings or lending its name to any proceedings brought by VEL and providing VEL with details of sales figures, Business Customer numbers,

41

marketing spend, launch dates and dates of first use of the Marks by members of the Virgin Media Group). The Licensee and any other member of the Virgin Media Group shall be fully indemnified by VEL in respect of all costs and expenses incurred by the Licensee or any other member of the Virgin Media Group in providing such assistance save that VEL shall not be liable under such indemnity:

(a)for costs or expenses which would have been incurred during the ordinary course of business notwithstanding such action; or

(b)if the aggregate costs or expenses which arise out of such action (or series of actions arising out of similar facts or circumstances) does not exceed one thousand pounds (£1,000).

10.4The provisions of Section 30(2) of the Trade Marks Act 1994 (as amended, re-enacted or replaced from time to time) or similar or equivalent legislation in any country of the world, if any, are expressly excluded by the parties for the purposes of this Deed.

10.5If, having been requested in writing by the Licensee to do so, VEL fails to take action in respect of any event described in clause 10.2 for a period exceeding twenty five (25) days, the Licensee shall be entitled to do so, at its own expense, in its own name and, if appropriate, that of VEL and VEL agrees to provide the Licensee all reasonable assistance which the Licensee may require in connection with the action it takes provided always that:

(a)the Licensee notifies VEL in writing of its intention to do so;

(b)the Licensee shall only be permitted to take such action if failure to do so would have a material adverse effect on the Licensed Activities carried out under the Marks;

(c)the Licensee shall not be permitted to take such action if it would have a material adverse effect on the Marks or VEL. For the avoidance of doubt, nothing in this Deed shall other than as set out in this clause 10 prevent or restrict the Licensee from enforcing any right arising under this Deed, provided it does so in a manner consistent with this clause 10, or any agreement it may have with any third party;

(d)the Licensee will indemnify VEL from and against all costs and expenses (including, without limit, disbursements, reasonable legal costs, fees and expenses and value added tax), actions, proceedings, claims, demands and damages arising directly from such action; and

(e)the Licensee keeps VEL up-to-date with details of the status of such proceedings,

where such action is taken against another licensee of the Marks, VEL reserves the right to intervene between the parties and require the dispute and any proceedings to be suspended for a period of thirty (30) days whilst negotiations to resolve the issues take place.  The Licensee agrees to act in good faith in respect of any such negotiations.  In the event that any such resolution requires amendments to be made to the respective Deeds of the Licensee and any other licensee of the Marks, VEL will use its reasonable endeavours to effect the necessary changes as soon as practicable.

10.6The proportion of the costs and damages recovered in respect of any action pursuant

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to clauses 10.2 or 10.5 shall first, reimburse the party who brought the action in respect of all costs and expenses incurred as a result of bringing the action and the remainder shall be divided between the parties in such proportions as is fair and reasonable, reflecting the effect on their respective businesses and the loss suffered.

11.CONFIDENTIALITY

11.1Each of the parties shall keep secret and confidential any information which it may obtain relating to the business of the other. Such information shall be treated as proprietary and confidential to the party imparting the same. Each party hereby agrees that it shall use such information received or procured by it from the other solely for the purposes of this Deed and that it shall not at any time during or after completion, expiry or termination of this Deed disclose the same whether directly or indirectly to any third party except:

(a)with the prior written consent of the other party;

(b)to the extent necessary to comply with any law or the valid order of a court or tribunal of competent jurisdiction or the rule, regulation or direction of any governmental or other regulatory authority or agency ( including the rules of any listing authority or exchange) in which event the relevant party shall so notify the other as promptly as reasonably practicable (and if possible prior to making any disclosure) and shall use its reasonable endeavours to seek confidential treatment of such information;

(c)to its auditors, legal advisers and other professional advisers provided that it uses its reasonable endeavours to procure that such persons maintain such confidentiality;

(d)in order to enforce its rights under this Deed; and

(e)to any person with a bona fide and legitimate interest in such information who enters into a confidentiality agreement including a prospective purchaser of Virgin Media Inc. or any part of its business and provided that such person agrees to use the information only for the purpose of such bona fide and legitimate interest.

11.2The provisions of clause 11.1 shall not apply to:

(a)any information in the public domain otherwise than by breach of this Deed;

(b)information obtained from a third party who is free to divulge the same;

(c)information that was already known to the receiving party prior to disclosure under this Deed and was not previously acquired by the receiving party from the disclosing party under an obligation of confidentiality or non-use towards the disclosing party; or

(d)information that can be shown by documentary evidence to have been created by one party to this Deed independently from work under this Deed.

11.3Neither party nor any representative thereof or spokesperson therefor shall make any public statement, announcement or press release regarding the other party without the other party’s prior written consent (not to be unreasonably withheld, conditioned or

43

delayed), nor make any negative or derogatory public comments or statements (expressly or by implication) regarding the other party or any aspect of the relationship between the parties.

11.4VEL and the Licensee shall divulge information the subject of this clause only to those employees who are directly involved in the performance of this Deed and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.

11.5Each party acknowledges and agrees that damages would not be an adequate remedy for any breach of this clause and that either party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this clause.

11.6The obligations contained in this clause shall survive the termination or expiration of this Deed.

12.NOTICES

12.1Any notice or other communication required or authorised to be given under this Deed shall be in writing and either be delivered by hand or sent by first class post or facsimile transmission (provided that in the case of facsimile transmission, the notice is confirmed by being delivered by hand or sent by first class post within forty eight hours of transmission) as follows:

Address for notices to VEL:

Virgin Enterprises Limited

The School House

50 Brook Green

London W6 7RR

Attention:

Intellectual Property Department

Fax: 020 3126 3610

Address for notice to the Licensee:

Virgin Media Limited

Virgin Media House

Bartley Wood Business Park

Hook

Hampshire

RG27 9UP

Attention:

Virgin Media Legal Department

Fax: 01256 752170

12.2The parties may change the address, facsimile number or the name of the person for whose attention notices are to be addressed by serving a notice on the other party in accordance with the provisions of this clause.

12.3All notices given in accordance with clause 12.1 above shall be deemed to have been served as follows:

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(a)if delivered by hand, at the time of delivery;

(b)if posted, at the expiration of 3 Business Days after the envelope containing the same was delivered into the custody of the postal authorities; or

(c)if communicated by facsimile, at the time of transmission,

provided that where, in the case of delivery by hand or transmission by facsimile, such delivery or transmission occurs after 6 p.m. on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9 a.m. on the next following Business Day. References to time in this clause are to local time in the country of the addressee.

12.4In proving such service it shall be sufficient to prove that the envelope containing such notice was properly addressed and delivered either to the address shown or into the custody of the postal authorities as a pre-paid first class letter, or that the facsimile transmission was made after obtaining in person or by telephone appropriate evidence of the capacity of the addressee to receive the same, as the case may be.

13.FORCE MAJEURE

13.1No party shall be deemed in breach or default of this Deed or otherwise liable to the other party for any failure or delay in performing any of its obligations under this Deed where and to the extent that the delay or non-performance is due to a Force Majeure Event, provided that:

(a)if a party is prevented or delayed in the performance of any of its obligations under this Deed by Force Majeure Event that party shall, immediately upon becoming aware of that fact, give written notice to the other party of the nature, extent and expected duration of the circumstances giving rise to the Force Majeure Event;

(b)the party claiming to be prevented or delayed in the performance of any obligations under this Deed by reason of the Force Majeure Event shall take all steps as are reasonably practicable to bring the Force Majeure Event to a close or to find a solution by which this Deed may be performed despite the continuance of the Force Majeure Event and shall keep the other party regularly informed of the status and progress of its efforts to bring the Force Majeure Event to a close or to find an alternative solution by which its obligations under this Deed may be performed;

(c)immediately after the end of the Force Majeure Event the affected party shall give written notice to the other that the Force Majeure Event has ended and shall resume performance of its obligations under this Deed; and

(d)if the Force Majeure Event continues for a period of more than six (6) months the party not subject to the Force Majeure Event may terminate this Deed by giving not less than ninety (90) days written notice of such termination to the other party. No party shall have any liability to the other in respect of the termination of this Deed due to the Force Majeure Event, but any rights or liabilities, which accrued prior to termination, shall subsist.

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14.GENERAL

No Breach and Waiver

14.1No delay, failure or indulgence by either party to perform any provision of this Deed shall operate or be construed as a waiver of that party’s powers or rights under this Deed or prejudice that party’s rights to subsequent action. Any waiver by either party of its rights under this Deed shall not operate as a waiver in respect of any subsequent breach. No single or partial exercise of any power or right by either party shall preclude any other or further exercise thereof or the exercise of any such other power or right under this Deed.

Modifications

14.2Except for any amendments or modifications to this Deed made by the Licensee in accordance with clause 3.17 (which shall be effective and binding immediately upon written notice to VEL), no amendment or modification to this Deed will be effective or binding unless it is in writing, signed by all the parties and specifically states that it is an amendment to this Deed.

Invalidity

14.3If at any time any one or more of the provisions (or part of one or more of the provisions) of this Deed becomes invalid, illegal or unenforceable in any respect, under any law, the validity, legality and enforceability of the remaining provisions (or part or parts) shall not in any way be affected or impaired.

Entire Agreement

14.4Except for the Virgin Media Consumer Licence, this Deed sets out the entire agreement and understanding between VEL and the Licensee and relevant members of the Virgin Media Group in respect of the use of the Marks by the Licensee and relevant members of the Virgin Media Group in respect of the Licensed Activities and supersedes all previous representations, understandings, licences or agreements, whether oral or written, in relation to such use. It is agreed that:

(a)no party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other party which is not expressly set out or referred to in this Deed;

(b)subject only to clause 14.4(c) below, no party shall have a claim or remedy in respect of misrepresentation (whether negligent or otherwise) or untrue statement made by any other party; and

(c)this clause shall not exclude any liability for fraudulent misrepresentation.

Independent Contractors

14.5Nothing in this Deed shall create, or be deemed to create, a partnership, a joint venture, an agency, a fiduciary duty or employment between the parties. The only relationship created by this Deed is that of independent contractors, and, except as expressly provided herein, neither party by virtue of this Deed has authority to transact any business in the name of the other party or on its behalf or incur any liability for or on behalf of the other party.

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Disputes

14.6In the event of any dispute or difference which may arise between the parties in connection with or arising out of this Deed, directors or other senior representatives of the parties with authority to settle the dispute will, within ten (10) Business Days of a written notice from one party to the other, meet in a good faith effort to resolve the dispute.  If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.  For the avoidance of doubt, in the case of any dispute arising under clauses 9.2, 9.3 or 9.8 the escalation process under those clauses shall apply before referring the matter to a mediation under the CEDR Rules.   Unless otherwise agreed by the parties the mediator will be nominated by CEDR.  To initiate the mediation a party must give notice in writing to the other parties to the dispute requesting mediation.  The mediation will begin within thirty (30) days following receipt of such notice and shall last no more than one (1) day unless otherwise determined by the mediator. No party may commence any Court proceedings in respect of any dispute arising out of this Deed until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by delay.  Neither party may initiate legal action until the above process has been completed provided that nothing in this clause shall be construed as prohibiting a party from applying to a court for interim injunctive relief at any time where either party has reasonable cause to do so to avoid damage to its business or to preserve any right of action it may have.

Governing Law and Jurisdiction

14.7This Deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.  Subject to clause 14.6, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Deed or its subject matter or formation (including non-contractual disputes or claims).

Counterparts

14.8This Deed may be executed in counterparts, each of which shall be considered an original, with the same effect as if the parties or their representatives signed the same instrument.

Further Assurances

14.9VEL and the Licensee shall, at their own expense, execute and deliver all such documents and take or procure the execution of all such documents (in a form reasonably satisfactory to both parties) as may from time to time be required to give full effect to this Deed.

Third Party Rights

14.10Other than members of the Virgin Media Group (or departed members of the Virgin Media Group), a person who is not party to this Deed shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed. This clause does not affect any right or remedy of any person which exists or is available

47

otherwise than pursuant to that Act.

Costs

14.11Each party shall bear its own costs in connection with the negotiation, preparation and implementation of this Deed.

Successors

14.12The provisions of this Deed shall be binding upon and shall inure for the benefit of VEL, the Licensee, members of the Virgin Media Group and their respective successors in title and assignees permitted in accordance with the terms of this Deed.

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IN WITNESS of which this Deed has been executed as a Deed and has been delivered on the date stated at the beginning of this Deed.

EXECUTED as a deed by VIRGIN ENTERPRISES LIMITED acting by J. Bayliss, in the	) ) ) )	/s/ Josh Bayliss
presence of:		Director

Signature of witness:	/s/ Mark James
Name of witness:	Mark James
Witness’ occupation:	LP Manager
Witness’ address:	[Intentionally Omitted]

EXECUTED as a deed by VIRGIN MEDIA LIMITED acting by R. Mackenzie, in the presence of:	) ) ) )	/s/ Robert MacKenzie
		Director

Signature of witness:	/s/ Lucy Merritt
Name of witness:	Lucy Merritt
Witness’ occupation:	Personal Assistant
Witness’ address:	Virgin Media, Bartley Wood Bus PK, Hook, RG27 9UP

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SCHEDULE 1

Part A - Virgin Marks

Trade Mark	Application/ Registration Number	Country	Class	Status
VIRGIN	1371870	UK	38	Registered
Virgin Signature	1371869	UK	38	Registered
VIRGIN	1369779	UK	9	Registered
Virgin Signature	1369812	UK	9	Registered
VIRGIN	1559467	UK	9	Registered
Virgin Signature	1559468	UK	9	Registered
VIRGIN	1120875	UK	9	Registered
Virgin Signature	1120874	UK	9	Registered
VIRGIN	1120876	UK	16	Registered
VIRGIN	1230088	UK	16	Registered
Virgin Signature	1259731	UK	16	Registered
Virgin Signature	229679	Ireland	9,38	Registered
VIRGIN	229682	Ireland	9,38	Registered
VIRGIN	611459	European Community	38	Registered
Virgin Signature	611467	European Community	38	Registered
VIRGIN	217182	European Community	9	Registered
V	2140053	UK	3,5,9,12,14, 16, 18, 25, 28, 32, 33, 35, 36, 38, 39, 41, 42	Registered
VIRGIN MEDIA	2429892	UK	9, 35, 38, 41	Registered
Virgin Media Logo	2439120	UK	9, 35, 38, 41, 42	Registered

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Part B - Virgin Signature

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SCHEDULE 2

Part A — Domain Names

The ..co.uk, .com, .net and .biz variants of the following domain names:

www.virginmediabusiness

www.virginmediabusinesscommunications

www.virginmediabusinesstelecoms

www.virginmediatelecoms

www.virginmediacommunications

www.virginmediawholesale

www.virginmedianetworkservices

Part B - Names

Virgin Media Business

Virgin Media Business Communications

Virgin Media Business Telecoms

Virgin Media Telecoms

Virgin Media Communications

Virgin Media Wholesale

Virgin Media Network Services

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SCHEDULE 3 - Service Levels

For the purposes of this Schedule 3:

“Category A Business Customers” means Emergency Services Customers or Business Customers who spend more than £400,000 per year (or such other figure as the Licensee shall determine from time to time) on Business Communications Services with the Licensee or members of the Virgin Media Group;

“Closed” means, in respect of any complaint received, remedial action(s) and a specific timeline for completion are set and agreed with the relevant Business Customer;

“Development Customers” means those Business Customers with 100 or more employees who spend less than £35,000 (or in the case of Business Customers in London less than £25,000) per year (or such other figure as the Licensee shall determine from time to time) on Business Communications Services with the Licensee or members of the Virgin Media Group;

“Emergency Services Customers” means those Business Customers who are a police force, fire brigade service, emergency ambulance service or a hospital;

“Major Service Outages” means faults affecting one or more Category A Business Customer including, for example: (a) faults causing a significant loss of or severe degradation to customer service where there is no immediate workaround, redundancy or fallback system; (b) faults causing a significant loss of or severe degradation to service affecting one or more Category A Business Customers’ major bespoke networks or more than two customer sites belonging to Category A Business Customers; (c) a power alarm at any critical or high category site (as per the site listing maintained by the Virgin Media Group from time to time) even if not yet service affecting; (d) any fault that has an immediate major financial impact of more than £50,000; (e) any fault that has a major impact on business due to customer satisfaction, reputation, revenue and / or health & safety being at risk, which might result in legal action being commenced against the Licensee or any member of the Virgin Media Group; or (f) any fault requiring additional incident management and supporting resource to complement the business as usual resource;

“Service Desk” means the customer management centre which deals with those Business Customers who spend £35,000 (or in the case of Business Customers in London £25,000) per year (or such other figure as the Licensee shall determine from time to time) or more on Business Communications Services with the Licensee or members of the Virgin Media Group; and

“SMB” means those Business Customers who spend less than £35,000 (or in the case of Business Customers in London less than £25,000) per year (or such other figure as the Licensee shall determine from time to time) on Business Communications Services with the Licensee or members of the Virgin Media Group.

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1.BASE SERVICE LEVELS

1.1.Subject to section 5 below, with regard to services and/or products provided under the Marks, the Licensee agrees, and shall procure that relevant members of the Virgin Media Group agree, to use all reasonable endeavours to comply with the following:

Service	Target		Stretch Target
Complaints from SMB Closed within 1 day	≥ 75.0	%	N/A
Acknowledging all complaints from Business Customers within 2 days	= 100.0		N/A
Complaints from SMB Closed within 21 days	≥ 95.0	%	≥ 98.0	%
Complaints to the Service Desk Closed within 21 days	≥ 95.0	%	≥ 98.0	%

1.2.With regard to services and/or products provided under the Marks, the Licensee agrees, and shall procure that relevant members of the Virgin Media Group agree, to use all reasonable endeavours to have:

1.2.1.≥ 75% of all calls to the SMB customer management centre answered within 20 seconds (PCA20), assessed quarterly;

1.2.2.no more than 10% of calls to the SMB customer management centre abandoned (PCA), assessed quarterly;

1.2.3.≥ 90% of all calls to the Service Desk answered within 20 seconds (PCA20), assessed quarterly; and

1.2.4.no more than 5% of calls to the Service Desk abandoned (PCA), assessed quarterly.

1.3.With regard to services and/or products provided under the Marks, the Licensee agrees and shall procure that relevant members of the Virgin Media Group agree, to use all reasonable endeavours to follow the TM Guidelines and to uphold the Virgin brand values of:

1.3.1.value for money;

1.3.2.good quality;

1.3.3.brilliant customer service;

1.3.4.innovation;

1.3.5.competitive challenge; and

1.3.6.fun.

54

2.TECHNICAL SERVICE LEVELS:

2.1.With regard to a particular service or product and with effect from the date on which the Business Communications Services are provided by the Virgin Media Group under the Marks, the Licensee agrees, and shall procure that relevant members of the Virgin Media Group agree, to use reasonable endeavours to comply with the following:

Broadband

2.1.1.broadband service availability target of ≥ 99% (uptime) — defined as availability of IP core network from regional headends (UBR’s), through national IP network and delivered to www interconnect;

Fixed line telephone

2.1.2.fixed line dial tone availability of ≥ 99% - defined as availability of dial tone measured from the street cabinet as it is distributed to the customer’s premises;

2.1.3.fixed line telephony ‘lost calls’ of ≤ 0.5% (as published by Ofcom) — defined as calls lost after being set-up through failure of telephony switch hardware or software (note: the metric is reported as the inverse and the Ofcom target is ≥ 99.5%);

Faults fixed within SLAs

2.1.4.faults fixed within SLAs of ≥ 90.0% - defined as service being restored to Business Customers following a fault within any target service restoration time set out in the relevant service level agreements as measured in accordance with the terms of such service level agreements, excluding indirect access voice services and business CATV services;

Major Service Outages

2.1.5.average Major Service Outage rate for the previous 12 months of ≤ 2.5% - defined as the ratio of Major Service Outages to Business Customers (excluding SMB) in each of the previous 12 months and taking the average result over that period.

3.CUSTOMER LOYALTY SERVICE LEVELS

3.1.Subject to section 5 below, with regard to services and/or products provided under the Marks, the Licensee agrees, and shall procure that relevant members of the Virgin Media Group agree, to use reasonable endeavours to comply with the following:

Service	Target		Stretch Target
A customer satisfaction level of “satisfied” (i.e. score 5-10/10)*	≥ 50	%	≥ 80	%
A customer satisfaction level of “delighted” (i.e. score 9-10/10)*	≥ 10	%	≥ 20	%
Percentage of people who “do recommend” to their peers and are “likely to recommend” to their peers (i.e. score 7-10/10)**	≥ 50	%	≥ 60	%
Percentage of people who “do recommend” to their peers and would “definitely recommend” to their peers (i.e. score 9-10/10)**	≥ 10	%	≥ 25	%

55

*assessed quarterly by polling a combination of at least 1,000 Business Customers (excluding SMB (save for Development Customers)) “Overall, how satisfied are you with the performance of Virgin Media?”

**assessed quarterly by polling a combination of at least 1,000 Business Customers (excluding SMB (save for Development Customers)) “If you were advising a colleague or business contact, how likely would you be to recommendVirgin Media to others?”

4.MEASUREMENT AND REPORTING

4.1.The Licensee agrees to report the following in connection with the Service Levels described above and provide VEL with a copy of such report within 10 Business Days of the end of each measurement period:

4.1.1.produce a satisfaction report on at least a quarterly basis (to include total number of customers polled);

4.1.2.produce a complaints report on at least a quarterly basis for the purposes of the measurement in section 1.1 above;

4.1.3.produce a report setting out performance against the percentage of calls answered and abandoned targets on a quarterly basis;

4.1.4.produce a report setting out performance against Technical Service Levels on a quarterly basis additionally including the approximate length of any periods of downtime affecting sections 2.1.1 and 2.1.2 above;

4.1.5.produce a report setting out performance against faults fixed within SLAs target as set out in section 2.1.4 above; and

4.1.6.produce a report setting out performance against Major Service Outage target as set out in section 2.1.5 above.

5.TARGETS AND STRETCH TARGETS

5.1.The table set out in sections 1.1 and 3.1 above contain “Targets” and “Stretch Targets” for certain Service Levels.  Subject to section 5.2 below, where both a Target and Stretch Target are specified, the Target is the Service Level for the first 24 months after the Commencement Date.  However, from the start of the 25th month after the Commencement Date, the Target shall be automatically replaced with the Stretch Target for the remainder of the Term.  For example, from the start of the 25th month

56

after the Commencement Date, the target Service Level for obtaining a customer satisfaction level of “delighted” (i.e. score 9-10/10) shall automatically increase from ≥ 10% to ≥ 20% (i.e. from the Target to the Stretch Target).

5.2.Within 30 days after the end of the first 12 months after the Commencement Date, representatives of the parties shall jointly review the Stretch Targets and, where both parties agree in writing, amend any or all of them.  Where the parties do not agree to amend a particular Stretch Target within 60 days after the start of the joint review process, the Stretch Target shall remain unchanged.

6.FAILURE TO MEET SERVICE LEVELS

6.1.The parties acknowledge that the Service Levels are guidelines only and failure to achieve such Service Levels shall not constitute a breach of this Deed or otherwise give rise to a right to terminate.  However, the parties acknowledge that where the actual service levels are persistently and significantly lower than the Service Levels, VEL may take into account the Licensee’s performance in respect of the Service Levels as compared with good industry practice and standards (where reliable and quality data relating to such good industry practice and standards is available to the parties) together with other evidence of material breach of this Deed and/or material damage to the Marks or VEL, in determining whether to exercise its rights pursuant to clauses 9.2 and 9.3.

6.2.Where the actual service levels are persistently and significantly lower than the Service Levels, the Licensee shall immediately put in place a remedial action plan to the reasonable satisfaction of VEL.

6.3.The parties shall meet on a six monthly basis to review performance against the Service Levels.

57

SCHEDULE 4 - Existing Rights Of Licensees

All rights are exclusive save as otherwise stated.

Virgin.com:

Main website for the Virgin Companies;

Virgin Books:

Publishing and distribution of books (branded) and online retailing of books (branded and unbranded);

Virgin Active:

Operation of gyms and fitness centers;

Virgin Balloon Flights:

Operation of passenger balloon flights;

Virgin Experience Days:

Provider of experience gift vouchers and certificates;

Virgin Nigeria:

Nigerian airline;

Virgin Money:

Provider of banking, insurance and investment products and services;

Virgin Trains:

Train operator;

Virgin Unite:

The Virgin Group’s independent charitable arm;

Virgin Wines:

Online retailer of wine;

Virgin Life Care:

Incentivised wellness programmes;

Virgin Stem Cells / Health Bank:

Storage of cord blood;

Virgin Incentives/ The Virgin Voucher:

Voucher redeemable against Virgin and non-Virgin goods and services;

Virgin Atlantic:

International airline;

Virgin Atlantic Cargo:

Air cargo and freight services;

58

Virgin Holidays and Virgin Vacations:

Holiday tour operators;

Virgin Galactic:

Sub orbital space flight experiences and space tourism;

Virgin Limited Edition / Virgin Hotels (non-exclusive):

Operation, management and marketing of hotels, clubs, restaurants, public houses and cafes including premium properties such as Necker Island, Ulusaba, Kasbah Tamadot and The Roof Gardens;

Virgin Games:

Online and remote gaming and gambling- games of chance, skill and chance and skill combined;

Virgin Drinks:

Manufacture and distribution of soft drinks;

Virgin Limobike:

Passenger motorbike services;

V Festival:

Music festivals;

Virgin Records/Music:.

Record label and music publisher;

Virgin Green Fund:

Investment in renewable energy and resource efficiency services;

Virgin Earth Challenge:

Competition for commercially viable removal of greenhouse gasses from the atmosphere;

Virgin Digital Help:

Digital support services for consumers;

Formula 1:

Sponsorship arrangements;

Virgin Flight Store:

Travel industry flight brokerage.

59

SCHEDULE 5 - Use Of “Virgin” Or “V” By Themselves

The Licensee is permitted to use the word “Virgin” or the letter “V” from the “Virgin” signature by itself on any of the following equipment, provided that in the case of use of the letter “V” this shall be limited as applicable to use on a specific button or key on any of the following:

Telephone handsets

Telephone displays/screens

Remote controls

SIM Cards

Keyboards

Data Cards

Head Sets

60

SCHEDULE 6 - TM Guidelines

PART 1 - VIRGIN GROUP POLICY ON BUSINESS TO BUSINESS SELLING TECHNIQUES

PART 2 - OFFSHORE OUTSOURCING - OVERALL BRAND APPROACH

61

PART 1

VIRGIN GROUP POLICY ON SELLING TECHNIQUES

BUSINESS-TO-BUSINESS DIRECT SELLING

Overall viewpoint:

Virgin’s policy is to help consumers to make a buying choice rather than to sell in an unsolicited or aggressive manner.

In return, consumers can expect that Virgin will not interrupt them with an unsolicited attempt to make a sale and that if engaged in a sales conversation with Virgin that they will not be pressurised, forced or embarrassed into buying something.

In the business-to-business environment, cold telemarketing is not a preferred or common activity for a Virgin company.  However, speculative contact is part of the business world and businesses are set up to deal with cold calling so it is not as intrusive or disrespectful as it is when contacting consumers.  However, there still remains the concern that Virgin is therefore seen to be slightly desperate to get a sale and not displaying the kind of confidence that people expect from the brand.  The policy would be:

·Only call to follow up a piece of direct mail or email which has been sent to the business.

·Only call to follow up on a recommendation or to operate within a relationship, which already exists.

·Pursue the sale if the customer is interested but respect the “no” that a customer gives — especially an emphatic or repeated “no”.

·Describe the benefits of the product in a no-nonsense, peer-to-peer friendly way and allow the customer to make up their own mind about it.

·Get to the point quickly — don’t waste their time.

·Don’t be afraid to ask for the sale if you think they may want to buy.

·Finish the call politely and graciously, ensuring that the customer feels positive at the end of the experience.

·Don’t use other parts of the Virgin Group as a way in to the conversation (e.g. name dropping other Virgin successes) without their prior consent.

62

PART 2

OFFSHORE OUTSOURCING - OVERALL BRAND APPROACH

·      Our ultimate goal is to save money and improve our businesses

·      We should save as much money as we possibly can, as long as the Virgin brand reputation and customer service quality are not compromised

SUMMARY OF BRAND PREFERRED CHOICES ON OFFSHORE OUTSOURCING

·Putting seats offshore as a result of growth or attrition is preferred to making any UK employees redundant.

·If higher cost issues in South Africa could be overcome then SA would be less of a risk for front line customer service quality, and it also makes sense to strengthen our ties with a territory we are already investing in.

·Tapping into current operations (e.g. Atlantic’s offices in Johannesburg) would allow us to trial offshore outsourcing underneath the radar of publicity.

·Creating our own function that we can control & manage would allow us to stamp the Virgin culture on an operation, enjoy cost savings from working together & not giving profit margins to an outsourcer.

·Outsourcing operations that support the business rather than the customer service function would give us the chance to save money without it affecting our customer service (e.g. accounts payable, IT, payroll).

·Finding one common function to outsource together onshore, such as payroll, would give us the chance to trial group outsourcing for the first time in a bite-sized way before taking a riskier step (more functions; overseas).

63

BRAND GUIDELINES FOR A BEST PRACTICE APPROACH TO OFFSHORE OUTSOURCING

1.Management of the operation

The overall approach is to put more effort into the offshore outsourced operation than we would a UK one.  This is to ensure that we don’t lose customer service quality and to protect the brand reputation.

·Put a minimum of one Virgin person on site to manage the operation full time.

·Give all of the staff in the outsourced operation a full induction into Virgin’s way of doing businesses — including brand, culture and customer service.  This should include an initiation trip around current Virgin businesses in the home territory for as many people as possible.

·Work with the local community and government to make sure that the benefit to the economy is not just ring-fenced but truly adding value to the local community and economy.

2.Training and treatment of local staff

The overall approach is to respect the staff in the same way as we would UK staff.  This may require some investment that the local outsourcer may think is unnecessary but this protects the brand reputation and will also decrease attrition.

·Develop a training programme that is more extensive than anything currently in use in the UK.  Initial and on-going training should include:-

·Skills & software training

·Full immersion into Virgin — brand, personality, customer expectations etc.

·Customer familiarisation — their lifestyle, needs and attitudes, why they buy this product, how they buy it, how they use it etc.

·Conversational tips & phrases, and teach a level of informality that the local staff will probably find a bit strange.

·Language training….

·Positive language training is critical, but the key is to be respectful to the staff and their identities and to be transparent about where we are servicing our customers from:

·Difficult names can be shortened or real nick-names used, but fake British names should not be used.

·Watching British TV can be part of the language training but agents should not pretend to be in the UK watching e.g. Eastenders, Coronation Street.

·Agents should not pretend to be in the UK by quoting the weather.

·Work with local trade & labour experts to develop a pay and benefits package that is fair and respectful.  Not necessarily more than the going rate, but well thought out, based on the needs and attitudes of the local staff, and winning their loyalty just as we would UK employee’s.

·Put career paths in place so staff know they can progress with the company.

·Treat staff like our own employees — access to Virgin extranet, Tribe, secondments around the group, etc.

·Organise job swaps between offshore operation and home country.

64

·Listen to, and act upon what staff say in employee forums and focus groups.

·Involve their families

·Invest in the physical environment — the space per staff member, the chairs they sit on, paint, posters, plants.  Invest in plenty of chill-out areas:  relaxing rooms & cafes

·Invest in the safety and security of the staff — transport to work, security guards etc. where necessary.

3.Treatment of UK redundancies

·Totally transparent and fair treatment of the staff who are made redundant.

·PR strategy to minimise risk…

Please refer to Angela Smith, Group HR Manager, for full strategy.

4.PR strategy to minimise risk

The PR strategy will hinge upon the fair treatment of UK staff who are being made redundant, how we are respecting & benefiting the local staff and what we are doing to help the local community, as previously covered.

Please refer to Group PR Department for full strategy: Director of Media Relations.

Please advise Group PR Department in advance of any known planned redundancies.

65

EX-12.1

Exhibit 12.1

VIRGIN MEDIA INC. AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in millions)

	Year ended December 31,
	2009			2008			2007			2006			2005
Fixed charges:
Interest	£	455.1		£	499.4		£	514.1		£	457.5		£	235.8
Interest portion of rental expense	19.9			15.2			20.3			17.4			14.2
Fixed charges	£	475.0		£	514.6		£	534.4		£	474.9		£	250.0
Earnings:
Loss from continuing operations	£	(348.3	)	£	(848.9	)	£	(461.1	)	£	(520.6	)	£	(221.9	)
Fixed charges	475.0			514.6			534.4			474.9			250.0
Less: capitalized interest	—			—			—			—			—
Earnings (deficit)	£	126.7		£	(334.3	)	£	73.3		£	(45.7	)	£	28.1
Deficiency (1)	£	(348.3	)	£	(848.9	)	£	(461.1	)	£	(520.6	)	£	(221.9	)

(1)Earnings for each of the years presented were inadequate to cover fixed charges by the amounts indicated in this row.

EX-21.1

Exhibit 21.1

VIRGIN MEDIA INC

LIST OF SUBSIDIARY COMPANIES

AS AT FEBRUARY 25, 2010

Company	Jurisdiction of Incorporation/Formation
Subsidiaries:
Action Stations (2000) Limited	UK (England & Wales)
Action Stations (Lakeside) Limited	UK (England & Wales)
Andover Cablevision Limited	UK (England & Wales)
Anglia Cable Communications Limited	UK (England & Wales)
Avon Cable Investments Limited	UK (England & Wales)
Barnsley Cable Communications Limited	UK (England & Wales)
BCMV Limited	UK (England & Wales)
Bearsden Nominees, Inc	USA (Delaware)
Berkhamsted Properties & Building Contractors Limited	UK (England & Wales)
Birmingham Cable Corporation Limited	UK (England & Wales)
Birmingham Cable Finance Limited	Channel Islands (Jersey)
Birmingham Cable Limited	UK (England & Wales)
Blue Yonder Workwise Limited	UK (England & Wales)
Bluebottle Call Limited	UK (England & Wales)
Bradford Cable Communications Limited	UK (England & Wales)
Bravo TV Limited	UK (England & Wales)
Cable Adnet Limited	UK (England & Wales)
Cable Camden Limited	UK (England & Wales)
Cable Communications (Telecom) Limited	UK (England & Wales)
Cable Communications Limited	UK (England & Wales)
Cable Enfield Limited	UK (England & Wales)
Cable Finance Limited	Channel Islands (Jersey)
Cable Hackney & Islington Limited	UK (England & Wales)
Cable Haringey Limited	UK (England & Wales)
Cable Interactive Limited	UK (England & Wales)
Cable Internet Limited	UK (England & Wales)
Cable London Limited	UK (England & Wales)
Cable on Demand Limited	UK (England & Wales)
Cable Television Limited	UK (England & Wales)
Cable Thames Valley Limited	UK (England & Wales)
CableTel (UK) Limited	UK (England & Wales)
CableTel Cardiff Limited	UK (England & Wales)
CableTel Central Hertfordshire Limited	UK (England & Wales)
CableTel Hertfordshire Limited	UK (England & Wales)
CableTel Herts and Beds Limited	UK (England & Wales)
CableTel Investments Limited	UK (England & Wales)
CableTel Newport	UK (England & Wales)
CableTel North Bedfordshire Limited	UK (England & Wales)
CableTel Northern Ireland Limited	UK (Northern Ireland)
CableTel Programming, Inc	USA (Delaware)
CableTel Scotland Limited	UK (Scotland)
CableTel Surrey and Hampshire Limited	UK (England & Wales)
CableTel Telecom Supplies Limited	UK (England & Wales)
CableTel Ventures Inc	USA (Delaware)
CableTel West Glamorgan Limited	UK (England & Wales)
CableTel West Riding Limited	UK (England & Wales)
Cambridge Cable Services Limited	UK (England & Wales)
Cambridge Holding Company Limited	UK (England & Wales)
Capital City Cablevision Limited	UK (Scotland)
CCL Corporate Communication Services Limited	UK (England & Wales)
Central Cable Holdings Limited	UK (England & Wales)

Central Cable Limited	UK (England & Wales)
Central Cable Sales Limited	UK (England & Wales)
Challenge TV	UK (England & Wales)
Chariot Collection Services Limited	UK (England & Wales)
Columbia Management Limited	UK (England & Wales)
ComTel Cable Services Limited	UK (England & Wales)
ComTel Coventry Limited	UK (England & Wales)
Continental Shelf 16 Limited	UK (England & Wales)
Credit-Track Debt Recovery Limited	UK (England & Wales)
Crystal Palace Radio Limited	UK (England & Wales)
De Facto 1159 Limited	UK (England & Wales)
Diamond Cable Communications Limited	UK (England & Wales)
Digital Television Network Limited	UK (England & Wales)
Doncaster Cable Communications Limited	UK (England & Wales)
DTELS Limited	UK (England & Wales)
Dundee Cable and Satellite Limited	UK (Scotland)
East Coast Cable Limited	UK (England & Wales)
Ed Stone Limited	UK (England & Wales)
Edinburgh Cablevision Limited	UK (Scotland)
EMS Investments Limited	UK (England & Wales)
Enablis Limited	UK (England & Wales)
Eurobell (Holdings) Limited	UK (England & Wales)
Eurobell (IDA) Limited	UK (England & Wales)
Eurobell (No 2) Limited	UK (England & Wales)
Eurobell (No 3) Limited	UK (England & Wales)
Eurobell (No 4) Limited	UK (England & Wales)
Eurobell (South West) Limited	UK (England & Wales)
Eurobell (Sussex) Limited	UK (England & Wales)
Eurobell (West Kent) Limited	UK (England & Wales)
Eurobell CPE Limited	UK (England & Wales)
Eurobell Internet Services Limited	UK (England & Wales)
Eurobell Limited	UK (England & Wales)
European Business Network Limited	UK (England & Wales)
Fastrak Limited	UK (England & Wales)
Filegale Limited	UK (England & Wales)
Fleximedia Limited	UK (England & Wales)
Flextech (1992) Limited	UK (England & Wales)
Flextech (Kindernet Investment) Limited	UK (England & Wales)
Flextech (Travel Channel) Limited	UK (England & Wales)
Flextech Broadband Holdings Limited	UK (England & Wales)
Flextech Broadband Limited	UK (England & Wales)
Flextech Broadcasting Limited	UK (England & Wales)
Flextech Business News Limited	UK (England & Wales)
Flextech Childrens Channel Limited	UK (England & Wales)
Flextech Communications Limited	UK (England & Wales)
Flextech Digital Broadcasting Limited	UK (England & Wales)
Flextech Distribution Limited	UK (England & Wales)
Flextech Family Channel Limited	UK (England & Wales)
Flextech Holdco Limited	UK (England & Wales)
Flextech Homeshopping Limited	UK (England & Wales)
Flextech Interactive Limited	UK (England & Wales)
Flextech IVS Limited	UK (England & Wales)
Flextech Limited	UK (England & Wales)
Flextech Media Holdings Limited	UK (England & Wales)
Flextech Music Publishing Limited	UK (England & Wales)
Flextech Ventures Limited	UK (England & Wales)
Flextech Video Games Limited	UK (England & Wales)
Flextech-Flexinvest Limited	UK (England & Wales)
Florida Homeshopping Limited	UK (England & Wales)
Future Entertainment Sàrl	Luxembourg

General Cable Group Limited	UK (England & Wales)
General Cable Holdings Limited	UK (England & Wales)
General Cable Investments Limited	UK (England & Wales)
General Cable Limited	UK (England & Wales)
General Cable Programming Limited	UK (England & Wales)
Halifax Cable Communications Limited	UK (England & Wales)
Heartland Cablevision (UK) Limited	UK (England & Wales)
Heartland Cablevision II (UK) Limited	UK (England & Wales)
Herts Cable Limited	UK (England & Wales)
Hieronymous Limited	UK (Scotland)
Imminus (Ireland) Limited	Ireland (Dublin)
Interactive Digital Sales Limited	UK (England & Wales)
IVS Cable Holdings Limited	Channel Islands (Jersey)
Jewel Holdings	UK (England & Wales)
Lanbase European Holdings Limited	UK (England & Wales)
Lanbase Limited	UK (England & Wales)
Lewis Reed Debt Recovery Limited	UK (England & Wales)
Lichfield Cable Communications Limited	UK (England & Wales)
Living TV Limited	UK (England & Wales)
M&NW Network Limited	UK(England & Wales)
M&NW Network II Limited	UK (England & Wales
Matchco Directors Limited	UK (England & Wales)
Matchco Limited	UK (England & Wales)
Matchco Secretaries Limited	UK (England & Wales)
Mayfair Way Management Limited	UK (England & Wales)
Maza Limited	UK (England & Wales)
Merger Sub Inc	USA (Delaware)
Metro Hertfordshire Limited	UK (England & Wales)
Metro South Wales Limited	UK (England & Wales)
Middlesex Cable Limited	UK (England & Wales)
Network Gaming Consulting Limited	UK (England & Wales)
NNS UK Holdings 1 LLC	USA (Delaware) / UK Resident
NNS UK Holdings 2, Inc	USA (Delaware) / UK Resident
North CableComms Holdings, Inc	USA (Delaware) / UK Resident
North CableComms LLC	USA (Delaware) / UK Resident
North CableComms Management, Inc	USA (Delaware) / UK Resident
Northampton Cable Television Limited	UK (England & Wales)
Northern Credit Limited	UK (England & Wales)
ntl (Aylesbury and Chiltern) Limited	UK (England & Wales)
ntl (B) Limited	UK (England & Wales)
ntl (BCM Plan) Pension Trustees Limited	UK (England & Wales)
ntl (Broadland) Limited	UK (England & Wales)
ntl (City and Westminster) Limited	UK (England & Wales)
ntl (County Durham) Limited	UK (England & Wales)
ntl (CRUK)	UK (England & Wales)
ntl (CWC Holdings)	UK (England & Wales)
ntl (CWC) Corporation Limited	UK (England & Wales)
ntl (CWC) Limited	UK (England & Wales)
ntl (CWC) Management Limited	UK (England & Wales)
ntl (CWC) No 2 Limited	UK (England & Wales)
ntl (CWC) No 3 Limited	UK (England & Wales)
ntl (CWC) No 4 Limited	UK (England & Wales)
ntl (CWC) Programming Limited	UK (England & Wales)
ntl (CWC) UK	UK (England & Wales)
ntl (Ealing) Limited	UK (England & Wales)
ntl (Fenland) Limited	UK (England & Wales)
ntl (Greenwich and Lewisham) Limited	UK (England & Wales)
ntl (Hampshire) Limited	UK (England & Wales)
ntl (Harrogate) Limited	UK (England & Wales)
ntl (Harrow) Limited	UK (England & Wales)

ntl (Kent) Limited	UK (England & Wales)
ntl (Lambeth and Southwark) Limited	UK (England & Wales)
ntl (Leeds) Limited	UK (England & Wales)
ntl (Norwich) Limited	UK (England & Wales)
ntl (Peterborough) Limited	UK (England & Wales)
ntl (South East) Limited	UK (England & Wales)
ntl (South Hertfordshire) Limited	UK (England & Wales)
ntl (South London) Limited	UK (England & Wales)
ntl (Southampton and Eastleigh) Limited	UK (England & Wales)
ntl (Sunderland) Limited	UK (England & Wales)
ntl (Thamesmead) Limited	UK (England & Wales)
NTL (Triangle) LLC	USA (Delaware) / UK Resident
ntl (V)	UK (England & Wales)
ntl (V) Plan Pension Trustees Limited	UK (England & Wales)
ntl (Wandsworth) Limited	UK (England & Wales)
ntl (Wearside) Limited	UK (England & Wales)
ntl (West London) Limited	UK (England & Wales)
ntl (YorCan) Limited	UK (England & Wales)
ntl (York) Limited	UK (England & Wales)
ntl Acquisition Company Limited	UK (England & Wales)
ntl Bolton Cablevision Holding Company	UK (England & Wales)
NTL Brighton LLC	USA (Delaware)
NTL Bromley Company	USA (Delaware) / UK Resident
ntl Business (Ireland) Limited	UK (England & Wales)
ntl Business Limited	UK (England & Wales)
ntl CableComms Bolton	UK (England & Wales)
ntl CableComms Bromley	UK (England & Wales)
ntl CableComms Bury and Rochdale	UK (England & Wales)
ntl CableComms Cheshire	UK (England & Wales)
ntl CableComms Derby	UK (England & Wales)
ntl CableComms East Lancashire	UK (England & Wales)
ntl CableComms Greater Manchester	UK (England & Wales)
ntl CableComms Group Limited	UK (England & Wales)
NTL CableComms Group, Inc	USA (Delaware) / UK Resident
ntl CableComms Holdings No 1 Limited	UK (England & Wales)
ntl CableComms Holdings No 2 Limited	UK (England & Wales)
ntl CableComms Lancashire No 1	UK (England & Wales)
ntl CableComms Lancashire No 2	UK (England & Wales)
ntl CableComms Limited	UK (England & Wales)
ntl CableComms Macclesfield	UK (England & Wales)
ntl CableComms Manchester Limited	UK (England & Wales)
ntl CableComms Oldham and Tameside	UK (England & Wales)
ntl CableComms Solent	UK (England & Wales)
ntl CableComms Staffordshire	UK (England & Wales)
ntl CableComms Stockport	UK (England & Wales)
ntl CableComms Surrey	UK (England & Wales)
ntl CableComms Sussex	UK (England & Wales)
ntl CableComms Wessex	UK (England & Wales)
ntl CableComms West Surrey Limited	UK (England & Wales)
ntl CableComms Wirral	UK (England & Wales)
ntl Cambridge Limited	UK (England & Wales)
NTL Chartwell Holdings 2, Inc	USA (Delaware) / UK Resident
ntl Chartwell Holdings Limited	UK (England & Wales)
NTL Chartwell Holdings, Inc	USA (Delaware) / UK Resident
ntl Communications Services Limited	UK (England & Wales)
ntl Darlington Limited	UK (England & Wales)
ntl Derby Cablevision Holding Company	UK (England & Wales)
NTL Digital (US), Inc	USA (Delaware)
ntl Digital Ventures Limited	UK (England & Wales)
ntl Equipment No 1 Limited	UK (England & Wales)

ntl Equipment No 2 Limited	UK (England & Wales)
ntl Fawnspring Limited	UK (England & Wales)
ntl Finance Limited	UK (England & Wales)
ntl Funding Limited	UK (England & Wales)
ntl Glasgow	UK (Scotland)
ntl Glasgow Holdings Limited	UK (England & Wales)
ntl Holdings (Broadland) Limited	UK (England & Wales)
ntl Holdings (East London) Limited	UK (England & Wales)
ntl Holdings (Fenland) Limited	UK (England & Wales)
ntl Holdings (Leeds) Limited	UK (England & Wales)
ntl Holdings (Norwich) Limited	UK (England & Wales)
ntl Holdings (Peterborough) Limited	UK (England & Wales)
NTL International Services, Inc	USA (Delaware)
ntl Internet Limited	UK (England & Wales)
ntl Internet Services Limited	UK (England & Wales)
ntl Irish Holdings Limited	UK (England & Wales)
ntl Kirklees	UK (England & Wales)
ntl Kirklees Holdings Limited	UK (England & Wales)
ntl Limited	UK (England & Wales)
ntl Manchester Cablevision Holding Company	UK (England & Wales)
ntl Microclock Services Limited	UK (England & Wales)
ntl Midlands Limited	UK (England & Wales)
ntl Milton Keynes Limited	UK (England & Wales)
ntl National Limited	UK (England & Wales)
ntl National Networks Limited	UK (England & Wales)
ntl Networks Limited	UK (England & Wales)
NTL North CableComms Holdings, Inc	USA (Delaware) / UK Resident
NTL North CableComms Management, Inc	USA (Delaware) / UK Resident
ntl Partcheer Company Limited	UK (England & Wales)
ntl Pension Trustees Limited	UK (England & Wales)
NTL Programming Subsidiary Company	USA (Delaware) / UK Resident
ntl Rectangle Limited	UK (England & Wales)
NTL Rochester Inc	USA (Delaware)
ntl Sideoffer Limited	UK (England & Wales)
NTL Solent Company	USA (Delaware) / UK Resident
ntl Solent Telephone and Cable TV Company Limited	UK (England & Wales)
NTL South CableComms Holdings, Inc	USA (Delaware) / UK Resident
NTL South CableComms Management, Inc	USA (Delaware) / UK Resident
ntl South Central Limited	UK (England & Wales)
ntl South Wales Limited	UK (England & Wales)
ntl Streetunique Projects Limited	UK (England & Wales)
ntl Streetunit Projects Limited	UK (England & Wales)
ntl Streetusual Services Limited	UK (England & Wales)
ntl Streetvision Services Limited	UK (England & Wales)
ntl Streetvital Services Limited	UK (England & Wales)
ntl Streetwarm Services Limited	UK (England & Wales)
ntl Streetwide Services Limited	UK (England & Wales)
ntl Strikeagent Trading Limited	UK (England & Wales)
ntl Strikeamount Trading Limited	UK (England & Wales)
ntl Strikeapart Trading Limited	UK (England & Wales)
NTL Surrey Company	USA (Delaware) / UK Resident
NTL Sussex Company	USA (Delaware) / UK Resident
ntl Systems Limited	UK (England & Wales)
ntl Technical Support Company Limited	UK (England & Wales)
ntl Teesside Limited	UK (England & Wales)
ntl Telecom Services Limited	UK (England & Wales)
ntl Trustees Limited	UK (England & Wales)
NTL UK CableComms Holdings, Inc	USA (Delaware) / UK Resident
ntl UK Telephone and Cable TV Holding Company Limited	UK (England & Wales)
ntl Victoria II Limited	UK (England & Wales)

ntl Victoria Limited	UK (England & Wales)
NTL Wessex Company	USA (Delaware) / UK Resident
ntl Westminster Limited	UK (England & Wales)
ntl Winston Holdings Limited	UK (England & Wales)
NTL Winston Holdings, Inc	USA (Delaware) / UK Resident
NTL Wirral Company	USA (Delaware) / UK Resident
ntl Wirral Telephone and Cable TV Company	UK (England & Wales)
Oxford Cable Limited	UK (England & Wales)
Perth Cable Television Limited	UK (Scotland)
Pinnacle Debt Recovery Limited	UK (England & Wales)
Prospectre Limited	UK (Scotland)
Rapid Banking Solutions Limited	UK (England & Wales)
Rapid Business Solutions Limited	UK (England & Wales)
Rapid Personal Digital Solutions Limited	UK (England & Wales)
Rapid Travel Solutions Limited	UK (England & Wales)
Rotherham Cable Communications Limited	UK (England & Wales)
SANE Network Limited	UK (Scotland)
Screenshop Limited	UK (England & Wales)
Secure Backup Systems Limited	UK (England & Wales)
Sheffield Cable Communications Limited	UK (England & Wales)
Smashedatom Limited	UK (England & Wales)
South CableComms Holdings, Inc	USA (Delaware) / UK Resident
South CableComms LLC	USA (Delaware) / UK Resident
South CableComms Management, Inc	USA (Delaware) / UK Resident
Southern East Anglia Cable Limited	UK (England & Wales)
Southwestern Bell International Holdings Limited	UK (England & Wales)
Stafford Communications Limited	UK (England & Wales)
Supporthaven Limited	UK (England & Wales)
Swindon Cable Limited	UK (England & Wales)
Take Four B.V.	Netherlands (Amsterdam)
Tamworth Cable Communications Limited	UK (England & Wales)
Telewest Carrier Services Limited	UK (England & Wales)
Telewest Communications (Central Lancashire) Limited	UK (England & Wales)
Telewest Communications (Cotswolds) Limited	UK (England & Wales)
Telewest Communications (Cumbernauld) Limited	UK (Scotland)
Telewest Communications (Dumbarton) Limited	UK (Scotland)
Telewest Communications (Dundee & Perth) Limited	UK (Scotland)
Telewest Communications (East Lothian and Fife) Limited	UK (Scotland)
Telewest Communications (Falkirk) Limited	UK (Scotland)
Telewest Communications (Fylde & Wyre) Limited	UK (England & Wales)
Telewest Communications (Glenrothes) Limited	UK (Scotland)
Telewest Communications (Internet) Limited	UK (England & Wales)
Telewest Communications (Liverpool) Limited	UK (England & Wales)
Telewest Communications (London South) Limited	UK (England & Wales)
Telewest Communications (Midlands and North West) Limited	UK (England & Wales)
Telewest Communications (Midlands) Limited	UK (England & Wales)
Telewest Communications (Motherwell) Limited	UK (Scotland)
Telewest Communications (Nominees) Limited	UK (England & Wales)
Telewest Communications (North East) Limited	UK (England & Wales)
Telewest Communications (North West) Limited	UK (England & Wales)
Telewest Communications (Publications) Limited	UK (England & Wales)
Telewest Communications (Scotland Holdings) Limited	UK (Scotland)
Telewest Communications (Scotland) Limited	UK (Scotland)
Telewest Communications (South East) Limited	UK (England & Wales)
Telewest Communications (South Thames Estuary) Limited	UK (England & Wales)
Telewest Communications (South West) Limited	UK (England & Wales)
Telewest Communications (Southport) Limited	UK (England & Wales)
Telewest Communications (St Helens & Knowsley) Limited	UK (England & Wales)
Telewest Communications (Taunton & Bridgwater) Limited	UK (England & Wales)
Telewest Communications (Telford) Limited	UK (England & Wales)

Telewest Communications (Tyneside) Limited	UK (England & Wales)
Telewest Communications (Wigan) Limited	UK (England & Wales)
Telewest Communications Cable Limited	UK (England & Wales)
Telewest Communications Holdco Limited	UK (England & Wales)
Telewest Communications Holdings Limited	UK (England & Wales)
Telewest Communications Networks Limited	UK (England & Wales)
Telewest Secretaries Limited	UK (England & Wales)
Telewest Communications Services Limited	UK (England & Wales)
Telewest Directors Limited	UK (England & Wales)
Telewest Global Finance LLC	USA (Delaware)
Telewest Health Trustees Limited	UK (England & Wales)
Telewest Limited	UK (England & Wales)
Telewest Parliamentary Holdings Limited	UK (England & Wales)
Telewest Share Trust Limited	UK (England & Wales)
Telewest Trustees Limited	UK (England & Wales)
Telewest UK Limited	UK (England & Wales)
Telewest Workwise Limited	UK (England & Wales)
Telso Communications Limited	UK (England & Wales)
The Cable Corporation Equipment Limited	UK (England & Wales)
The Cable Corporation Limited	UK (England & Wales)
The Cable Equipment Store Limited	UK (England & Wales)
The North London Channel Limited	UK (England & Wales)
The Yorkshire Cable Group Limited	UK (England & Wales)
Theseus No.1 Limited	UK (England & Wales)
Theseus No.2 Limited	UK (England & Wales)
Trouble TV Limited	UK (England & Wales)
TVS Pension Fund Trustees Limited	UK (England & Wales)
TVS Television Limited	UK (England & Wales)
United Artists Investments Limited	UK (England & Wales)
Virgin Media (UK) Group, Inc	USA (Delaware) / UK Resident
Virgin Media Business Limited	UK (England & Wales)
Virgin Media Communications Limited	UK (England & Wales)
Virgin Media Communications Networks Limited	UK (England & Wales)
Virgin Media Directors Limited	UK (England & Wales)
Virgin Media Dover LLC	USA (Delaware)
Virgin Media Employee Medical Trust Limited	UK (England & Wales)
Virgin Media Finance PLC	UK (England & Wales)
Virgin Media Group LLC	USA (Delaware)
Virgin Media Holdings Inc	USA (Delaware)
Virgin Media Investment Holdings Limited	UK (England & Wales)
Virgin Media Investments Limited	UK (England & Wales)
Virgin Media Limited	UK (England & Wales)
Virgin Media Payments Limited	UK (England & Wales)
Virgin Media Sales Limited	UK (England & Wales)
Virgin Media Secretaries Limited	UK (England & Wales)
Virgin Media Secured Finance PLC	UK (England & Wales)
Virgin Media Television Limited	UK (England & Wales)
Virgin Media Television Rights Limited	UK (England & Wales)
Virgin Media Wholesale Limited	UK (England & Wales)
Virgin Mobile Group (UK) Limited	UK (England & Wales)
Virgin Mobile Holdings (UK) Limited	UK (England & Wales)
Virgin Mobile Telecoms Limited	UK (England & Wales)
Virgin Net Limited	UK (England & Wales)
Vision Networks Services UK Limited	UK (England & Wales)
VM Real Estate (No 2) Limited	UK (England & Wales)
VM Real Estate Holdings Limited	Cayman Islands / UK Resident
VM Real Estate Limited	UK (England & Wales)
VMIH Sub Limited	UK (England & Wales)
Wakefield Cable Communications Limited	UK (England & Wales)
Wessex Cable Limited	UK (England & Wales)

Windsor Television Limited	UK (England & Wales)
Winston Investors LLC	USA (Delaware) / UK Resident
Workplace Technologies Trustees Company Limited	UK (England & Wales)
XL Debt Recovery Agency Limited	UK (England & Wales)
X-TANT Limited	UK (England & Wales)
Yorkshire Cable Communications Limited	UK (England & Wales)
Yorkshire Cable Finance Limited	UK (England & Wales)
Yorkshire Cable Limited	UK (England & Wales)
Yorkshire Cable Properties Limited	UK (England & Wales)
Yorkshire Cable Telecom Limited	UK (England & Wales)
Partnerships:
Avon Cable Joint Venture	UK (England & Wales)
Avon Cable Limited Partnership	USA (Colorado) / UK Resident
Chartwell Investors, LP	USA (Delaware) / UK Resident
Cotswolds Cable Limited Partnership	USA (Colorado) / UK Resident
Edinburgh Cable Limited Partnership	USA (Colorado) / UK Resident
Estuaries Cable Limited Partnership	USA (Colorado) / UK Resident
London South Cable Partnership	USA (Colorado) / UK Resident
TCI US West Cable Communications Group	USA (Colorado) / UK Resident
Telewest Communications (Cotswolds) Venture	UK (England & Wales)
Telewest Communications (London South) Joint Venture	UK (England & Wales)
Telewest Communications (North East) Partnership	UK (England & Wales)
Telewest Communications (Scotland) Venture	UK (Scotland)
Telewest Communications (South East) Partnership	UK (England & Wales)
Tyneside Cable Limited Partnership	USA (Colorado) / UK Resident
United Cable (London South) Limited Partnership	USA (Colorado) / UK Resident
Joint Ventures (Own at least 49.9%):
Crystalvision Productions Limited	UK (England & Wales)
Flextech Satellite Investments Limited	UK (England & Wales)
Setanta Sports News Limited	UK (England & Wales)
UK Channel Management Limited	UK (England & Wales)
UK Gold Broadcasting Limited	UK (England & Wales)
UK Gold Holdings Limited	UK (England & Wales)
UK Gold Services Limited	UK (England & Wales)
UK Gold Television Limited	UK (England & Wales)
UKTV Interactive Limited	UK (England & Wales)
UKTV New Ventures Limited	UK (England & Wales)
VIS ITV Limited	UK (England & Wales)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1)Registration Statements (Form S-8 No. 333-161348) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2008 Sharesave Plan,

2)Registration Statements (Form S-8 No. 333-150833) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2008 Sharesave Plan,

3)Registration Statement (Form S-8 No. 333-134523) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2006 Stock Incentive Plan,

4)Registration Statement (Form S-8 No. 333-117262) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2004 Stock Incentive Plan,

5)Registration Statement (Form S-8 No. 333-132213) pertaining to the Amended and Restated Virgin Media Inc. 2004 Stock Incentive Plan,

6)Registration Statement (Form S-8 No. 333-132212) pertaining to the Amended and Restated Virgin Media Inc. 2004 Stock Incentive Plan,

7)Registration Statement (Form S-3 No. 333-132209),

8)Registration Statements (Form S-3 No. 333-135662) of Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group Inc., Virgin Media Communications Limited, and Virgin Media Investment Holdings Limited,

9)Registration Statement (Form S-3 No. 333-157654) of Virgin Media Inc. pertaining to shares of common stock issuable upon exercise of its Series A warrants, and

10)Registration Statement (Form S-3 No. 333-159493) of Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group Inc., Virgin Media Communications Limited, and Virgin Media Investment Holdings Limited

of our reports dated February 26, 2010, with respect to the consolidated financial statements and financial statement schedule of Virgin Media Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Virgin Media Inc. and subsidiaries, included in this Annual Report (Form 10-K) for the year ended December 31, 2009.

/s/ Ernst & Young LLP

London, England

February 26, 2010

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1)Registration Statements (Form S-8 No. 333-161348) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2008 Sharesave Plan,

2)Registration Statements (Form S-8 No. 333-150833) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2008 Sharesave Plan,

3)Registration Statement (Form S-8 No. 333-134523) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2006 Stock Incentive Plan,

4)Registration Statement (Form S-8 No. 333-117262) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2004 Stock Incentive Plan,

5)Registration Statement (Form S-8 No. 333-132213) pertaining to the Amended and Restated Virgin Media Inc. 2004 Stock Incentive Plan,

6)Registration Statement (Form S-8 No. 333-132212) pertaining to the Amended and Restated Virgin Media Inc. 2004 Stock Incentive Plan,

7)Registration Statement (Form S-3 No. 333-132209),

8)Registration Statements (Form S-3 No. 333-135662) of Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group Inc., Virgin Media Communications Limited, and Virgin Media Investment Holdings Limited,

9)Registration Statement (Form S-3 No. 333-157654) of Virgin Media Inc. pertaining to shares of common stock issuable upon exercise of its Series A warrants, and

10)Registration Statement (Form S-3 No. 333-159493) of Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group Inc., Virgin Media Communications Limited, and Virgin Media Investment Holdings Limited

of our report dated February 26, 2010, with respect to the consolidated financial statements of Virgin Media Investment Holdings Limited and subsidiaries, included in this Annual Report (Form 10-K) for the year ended December 31, 2009.

/s/ Ernst & Young LLP

London, England

February 26, 2010

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1)Registration Statements (Form S-8 No. 333-161348) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2008 Sharesave Plan,

2)Registration Statements (Form S-8 No. 333-150833) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2008 Sharesave Plan,

3)Registration Statement (Form S-8 No. 333-134523) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2006 Stock Incentive Plan,

4)Registration Statement (Form S-8 No. 333-117262) of Virgin Media Inc. pertaining to the Virgin Media Inc. 2004 Stock Incentive Plan,

5)Registration Statement (Form S-8 No. 333-132213) pertaining to the Amended and Restated Virgin Media Inc. 2004 Stock Incentive Plan,

6)Registration Statement (Form S-8 No. 333-132212) pertaining to the Amended and Restated Virgin Media Inc. 2004 Stock Incentive Plan,

7)Registration Statement (Form S-3 No. 333-132209),

8)Registration Statements (Form S-3 No. 333-135662) of Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group Inc., Virgin Media Communications Limited, and Virgin Media Investment Holdings Limited,

9)Registration Statement (Form S-3 No. 333-157654) of Virgin Media Inc. pertaining to shares of common stock issuable upon exercise of its Series A warrants, and

10)Registration Statement (Form S-3 No. 333-159493) of Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group Inc., Virgin Media Communications Limited, and Virgin Media Investment Holdings Limited

of our report dated February 26, 2010, with respect to the balance sheet of Virgin Media Investments Limited, included in this Annual Report (Form 10-K) for the year ended December 31, 2009.

/s/ Ernst & Young LLP

London, England

February 26, 2010

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Neil A. Berkett, certify that:

1.I have reviewed this annual report on Form 10-K of Virgin Media Inc. and Virgin Media Investment Holdings Limited.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report.

4.The registrants’ other certifying officer and I are responsible for establishing and maintaining the registrants’ disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting.

5.The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: February 26, 2010	/s/ Neil A. Berkett
	Neil A. Berkett
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I,Eamonn O’Hare, certify that:

1.I have reviewed this annual report on Form 10-K of Virgin Media Inc. and Virgin Media Investment Holdings Limited.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report.

4.The registrants’ other certifying officer and I are responsible for establishing and maintaining the registrants’ disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting.

5.The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: February 26, 2010	/s/ Eamonn O’Hare
	Eamonn O’Hare
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report on Form 10-K of Virgin Media Inc. and Virgin Media Investment Holdings Limited (the “Registrants”) for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Neil A. Berkett, as Chief Executive Officer of the Registrants, and Eamonn O’Hare, as Chief Financial Officer of the Registrants, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

	/s/ Neil A. Berkett
Name:	Neil A. Berkett
Title:	Chief Executive Officer
Date:	February 26, 2010
	/s/ Eamonn O’Hare
Name:	Eamonn O’Hare
Title:	Chief Financial Officer
Date:	February 26, 2010

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Registrants and will be retained by the Registrants and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrants for purposes of Section 18 of the Securities Exchange Act of 1934.