To: Deutsche Bank AG, London Branch as Facility Agent and L/C Bank
The Additional Facility Lenders

20 May 2011

Dear Sirs

Additional Facility Accession Deed (Revolving Facility)

This Deed is dated 20 May 2011 and relates to:

(a) the facilities agreement dated 16 March 2010 as amended and restated on 26th March 2010 and 15th February 2011 (the “Facilities Agreement”) whereby certain facilities were made available to the Borrowers under the guarantee of the Guarantors, by a group of banks and other financial institutions on whose behalf Deutsche Bank AG, London Branch acts as Facility Agent in connection therewith;

(b) the HYD Intercreditor Agreement;

(d) the Security Trust Agreement.

1. Terms defined in the Facilities Agreement shall have the same meaning in this Additional Facility Accession Deed.

2. We refer to Clause 2.6 (Additional Facility) of the Facilities Agreement.

3. Unless otherwise indicated herein, the terms of this Additional Facility Accession Deed shall be consistent in all material respects with the terms of the Facilities Agreement including, without limitation, with respect to interest period, tax gross-up provisions and indemnity provisions, representations and warranties, utilisation mechanics, cancellation and prepayment (including the treatment of this Additional Facility Accession Deed under the prepayment waterfall), fees, costs and expenses, transfers, voting, amendments and waivers, financial and non-financial covenants and events of default.

4. No Utilisation may be made of the Additional Facility made available pursuant to this Additional Facility Accession Deed, if, at the time of such Utilisation, an Event of Default is continuing or would result from such Utilisation.

5. The obligations of the Additional Facility Lenders to make the Additional Facility available shall be conditional upon the Facility Agent having confirmed to the Company that it has received (or has waived in accordance with the Facilities Agreement, the requirement to receive) the documents listed in Appendix 4 (Conditions Precedent to Additional Facility Utilisation) and that each is satisfactory, in form and substance, to the Facility Agent, acting reasonably. The Facility Agent shall notify the Company and the Additional Facility Lenders promptly upon being so satisfied.

6. Each Additional Facility Lender agrees to become a party to and be bound by the terms of the Facilities Agreement as an Additional Facility Lender in accordance with Clause 2.6 (Additional Facility).

7. This Additional Facility is made as a revolving loan facility. This Additional Facility shall be a “Revolving Facility” for the purposes of the Facilities Agreement, and all provisions of the Facilities Agreement that apply to the “Revolving Facility” shall apply to this Additional Facility as if set out here in full mutatis mutandis, except for references to Revolving Facility in (i) the definition of “Commitment”, (ii) clause 3.1 (Conditions Precedent) and (iii) clause 16.1 (Commitment Fees), and except as otherwise varied or superseded by the terms of this Additional Facility Accession Deed. In the case of any inconsistency between this Additional Facility Accession Deed and the Facilities Agreement, this Additional Facility Accession Deed shall prevail.

8. The aggregate principal amount of the Additional Facility being made available under this Additional Facility Accession Deed is £450,000,000.

9. Each Additional Facility Lender’s Commitment under this Additional Facility is as set forth in Appendix 1 hereto.

10. Interest on the Additional Facility will accrue and be payable in accordance with Clause 13 (Interest on Revolving Facility Advances) of the Facilities Agreement. The Additional Facility Revolving Margin is, subject to paragraph 11 below, 1.825% per annum.

11. The provisions of Clause 13.3 (Margin Ratchet for Revolving Facility Advances) shall apply to the Additional Facility with the following amendments:

(a) the words “not less than 6 months after the Original Execution Date” in the first line of 13.3(a) shall be read as “on or after 31 December 2011”;

(b) each reference to “the Revolving Margin” shall be construed as references to the Additional Facility Revolving Margin;

Leverage Ratio		Margin
Greater than	3.50:1.00	1.825	%
Equal to or less than	3.50:1.00 but greater than 3.25:1.00	1.575	%
Equal to or less than	3.25:1.00	1.325	%

12. Use of proceeds: The Additional Facility shall be applied towards (i) financing the prepayment in full of all amounts outstanding under the Revolving Facility made available under Clause 2.1(c) of the Facilities Agreement and (ii) to the extent any amounts remain

after application in accordance with paragraph (i), for the purposes specified in clause 2.4 (Purpose) of the Facilities Agreement. Clause 2.4(b) shall apply to the Additional Facility as if set out herein in full, mutatis mutandis.

13. The Additional Facility Commencement Date is expected to be 27 May 2011. For the purposes of this Additional Facility the Utilisation Date shall be 5 Business Days after the date of this Additional Facility Accession Deed.

Fees

14. The following fees shall be payable in relation to this Additional Facility:

(a) the Borrowers shall pay to the Facility Agent for the account of each relevant Additional Facility Lender (other than an Ancillary Facility Lender) a commitment commission on the aggregate amount of such Additional Facility Lender’s Available Commitment made available by it (other than an Ancillary Facility) from day to day during the period beginning on the Utilisation Date and ending on the Termination Date for the Additional Facility, such commitment commission to be calculated at a rate of 35% of the applicable Additional Facility Revolving Margin, payable in arrears on the last day of each successive period of 3 months which ends during such period and on the Termination Date for this Additional Facility, provided that no commitment fee is payable to the Facility Agent (for the account of an Additional Facility Lender) on any Available Additional Facility Commitment of that Additional Facility Lender for any day on which that Additional Facility Lender is a Defaulting Lender; and

(b) a utilisation fee shall be payable as an increment to, and at the same time as, the interest payable on any Additional Facility Advances under this Additional Facility, such increment to be calculated in accordance with this paragraph (b) and applied to the Additional Facility Revolving Margin. The increment shall be the number of basis points specified in the table below set out opposite the percentage range which corresponds to the daily average of the total outstanding amount of the Revolving Facility Advances during the relevant Term in relation to which the interest is payable at that time as a percentage of the total Commitments of the Additional Revolving Facility:

Percentage Utilised		Additional Utilisation Fee (basis points)
Greater than	66 2/3	30
Equal to or less than	66 2/3 but greater than 33 1/3	15
Equal to or less than	33 1/3	0

Netting Arrangements

15. The parties hereto acknowledge and agree that:

(a) on the Utilisation Date there exist Documentary Credits which have been issued under the existing Revolving Facility pursuant to the Facilities Agreement, as identified in Appendix 3 (the “Existing Documentary Credits” and the aggregate amount of which is the “Existing L/C Amount”);

(b) the Borrowers intend to issue to the Facility Agent a Utilisation Request pursuant to and in accordance with Clause 4.1(a) of the Facilities Agreement for an amount equal to the Existing L/C Amount, to be issued by way of Documentary Credit; and

(c) the Borrowers intend to issue to the Facility Agent a notice of voluntary prepayment relating to the Revolving Facility, pursuant to which each L/C Lender’s obligations in respect of Existing Documentary Credits shall be cancelled.

16. Notwithstanding the notice of voluntary prepayment referred to in paragraph 15(c) above and the Utilisation Request referred to in paragraph 15(b) above, the parties hereto agree that on the Utilisation Date:

(a) the Additional Facility Lenders will assume all obligations of the L/C Lenders towards the L/C Bank under the Facilities Agreement in respect of the Existing Documentary Credits, and the L/C Proportion of each Additional Facility Lender shall be calculated by reference to its Commitments under the Additional Facility;

(b) the L/C Bank shall not cancel or otherwise amend the Existing Documentary Credits, which shall remain in force subject to the terms thereof and the Facilities Agreement; and

(c) no further Documentary Credits shall be required to be issued to satisfy the Utilisation Request, which shall be deemed satisfied by virtue of the continuation of the Existing Documentary Credits in accordance with subparagraph (b) above.

17. The Company confirms that all requirements of paragraph (a) of Clause 2.6 (Additional Facility) are fulfilled as of the date of this Additional Facility Accession Deed.

18. Each Additional Facility Lender confirms to each other Relevant Finance Party that:

(a) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and such Obligor’s related entities in connection

with its participation in the Additional Facility being made available pursuant to this Additional Facility Accession Deed and has not relied on any information provided to it by any other Relevant Finance Party in connection with any Relevant Finance Document; and

(b) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and such Obligor’s related entities while any amount is or may be outstanding under the Facilities Agreement or any Additional Facility Commitment is in force.

19. Each Additional Facility Lender except for HSBC Bank plc is, as of the date of this Deed, an Original Lender under the Facilities Agreement. The Facility Office and address for notices of each such Additional Facility Lender for the purposes of Clause 41 (Notices and Delivery of Information) is as set out in the Facilities Agreement in its capacity as Original Lender.

20. The Facility Office and address for notices of HSBC Bank plc for the purposes of Clause 41 (Notices and Delivery of Information) is:

HSBC Bank plc
24th Floor
8 Canada Square
London E14 5HQ

Attention:	Process Manager, Loans Administration
Fax:	020 7992 4680

21. Each Additional Facility Lender represents to the Facility Agent and to the Company that it has the tax status set out opposite its name in Appendix 2.

22. HSBC Bank plc shall deliver to the Facility Agent as soon as practicable after the date hereof and in any case no later than the date falling five Business Days before the date upon which interest next falls due for payment after the date hereof, the following documents evidencing the tax status of HSBC Bank plc as a UK Bank Lender:

	UK Bank Lender	(i)	certificate of incorporation; and
		(ii)	copy of banking licence.

23. Each Additional Facility Lender (except for HSBC Bank plc) that is a UK Bank Lender or a UK Non-Bank Lender confirms to the Company and the Facility Agent, that it has previously provided the following documents evidencing the tax status of such Additional Facility Lender as indicated above, and that there have been no changes to the form of such documents relevant for these purposes:

UK Bank Lender	(i)	certificate of incorporation; and
	(ii)	copy of banking licence.
UK Non- Bank Lender	(i)	certificate of incorporation in the UK; or
	(ii)	other evidence that the relevant ss. 933-937 Income Tax Act 2007 conditions are met.

24. Each Additional Facility Lender (other than HSBC Bank plc) acknowledges that it is a party to the HYD Intercreditor Agreement and the Group Intercreditor Agreement as a Senior Finance Party and as a Senior Lender.

ACCESSION TO THE HYD INTERCREDITOR AGREEMENT

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

ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT

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

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

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

THE COMPANY

EXECUTED as a DEED	)
for and on behalf of	)
VIRGIN MEDIA INVESTMENT	)	/s/ Robert Gale
HOLDINGS LIMITED	)

In the presence of:

Witness’s signature:	/s/ Linda Lee

Name:	Linda Lee

Address:	Media House

	Bartley Wood Business Park

	Hook Hampshire RG27 9UP

THE OBLIGORS’ AGENT

EXECUTED as a DEED	)
for and on behalf of	)
VIRGIN MEDIA INVESTMENT	)	/s/ Robert Gale
HOLDINGS LIMITED	)

In the presence of:

Witness’s signature:	/s/ Linda Lee

Name:	Linda Lee

Address:	Media House

	Bartley Wood Business Park

	Hook Hampshire RG27 9UP

THE ORIGINAL BORROWERS

EXECUTED as a DEED	)
for and on behalf of	)
VIRGIN MEDIA INVESTMENT	)	/s/ Robert Gale
HOLDINGS LIMITED	)

In the presence of:

Witness’s signature:	/s/ Linda Lee

Name:	Linda Lee

Address:	Media House

	Bartley Wood Business Park

	Hook Hampshire RG27 9UP

EXECUTED as a DEED	)
for and on behalf of	)
VIRGIN MEDIA LIMITED	)	/s/ Robert Gale
	)

In the presence of:

Witness’s signature:	/s/ Linda Lee

Name:	Linda Lee

Address:	Media House

	Bartley Wood Business Park

	Hook Hampshire RG27 9UP

EXECUTED as a DEED	)
for and on behalf of	)
VIRGIN MEDIA WHOLESALE	)	/s/ Robert Gale
LIMITED	)

In the presence of:

Witness’s signature:	/s/ Linda Lee

Name:	Linda Lee

Address:	Media House

	Bartley Wood Business Park

	Hook Hampshire RG27 9UP

EXECUTED as a DEED	)
for and on behalf of	)	/s/ Robert Gale
VMIH SUB LIMITED	)
	)

In the presence of:

Witness’s signature:	/s/ Linda Lee

Name:	Linda Lee

Address:	Media House

	Bartley Wood Business Park

	Hook Hampshire RG27 9UP

EXECUTED as a DEED	)
for and on behalf of	)
VIRGIN MEDIA SFA FINANCE	)	/s/ Robert Gale
LIMITED	)

In the presence of:

Witness’s signature:	/s/ Linda Lee

Name:	Linda Lee

Address:	Media House

	Bartley Wood Business Park

	Hook Hampshire RG27 9UP

THE FACILITY AGENT

EXECUTED as a DEED for and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

By:

/s/ Rajeev Thakeria

By:

/s/ Roisin McKenna

THE L/C BANK

EXECUTED as a DEED for and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH

By:	/s/ Thomas Kirby	By:	/s/ David McDiarmid

	Thomas Kirby		David McDiarmid

	Vice President		Managing Director

THE ADDITIONAL FACILITY LENDERS

EXECUTED AS A DEED by	)
DEUTSCHE BANK AG, LONDON	)
BRANCH	)	/s/ Thomas Kirby
	)	Title: Vice President
acting by its authorised signatories	)
	)
and		/s/ David McDiarmid
	)	Title: Managing Partner
acting under the authority of that	)
company	)

In the presence of :


/s/ Ilias Katsoulis

Name of witness:	Ilias Katsoulis

Address of witness:	1 Great Winchester Street, London EC2N 2EQ

Occupation of witness:	Vice President

EXECUTED AS A DEED by	)
BANK OF AMERICA, N.A.	)
acting by:	)

/s/ Braj Chandak

Name: Braj Chandak

Title: Vice President

In the presence of:

/s/ Anna Sofia Geib

Witness name:	Anna Sofia Geib

Witness address:	31B Inglewood Road

	NW6 1QT

	London

Witness occupation:	Credit Analyst

EXECUTED AS A DEED by	)
BNP PARIBAS LONDON BRANCH	)
acting by:	)

		/s/ Jeffrey Krogh
/s/ Louis Kenna
		Name:	Jeffrey Krogh
Name:	Louis Kenna
		Title:	Director
Title:	Managing Director

In the presence of:

/s/ Nathan Harwood

Witness name:	Nathan Harwood

Witness address:	71E Drayton Park Road

	London

	N51 DH

Witness occupation:	Banking

EXECUTED AS A DEED by
GOLDMAN SACHS INTERNATIONAL BANK


By:	/s/ Eugene Leouzon
	Director


By:	/s/ Harry Maxwell-Hyslop
	Director/Company Secretary

EXECUTED AS A DEED by		)
HSBC BANK PLC		)
acting by:		)

	/s/ John Haire

Name:	John Haire

Title:	Director

In the presence of:

/s/ Vicky West

Witness name:	Vicky West

Witness address:	HSBC Bank PLC

	8 Canada Square

	London

Witness occupation:	Solicitor

EXECUTED AS A DEED by		)
JP MORGAN CHASE BANK, N.A.		)
LONDON BRANCH		)
acting by:

	/s/ Carlos Vazquez

Name:	Carlos Vazquez

Title:	Executive Director

In the presence of:

/s/ Ekta Fors

Witness name:	Ekta Fors

Witness address:	10 Aldermanbury

	London

	EC2V 7RF

Witness occupation:	Investment Banking

EXECUTED AS A DEED by		)
LLOYDS TSB BANK PLC		)
acting by:		)

	/s/ Richard Price

Name:	Richard Price

Title:	Head of Telecoms

In the presence of:

/s/ Lyes Chebboot

Witness name:	Lyes Chebboot

Witness address:	10 Gresham Street

	London

	EC2V 7AE

Witness occupation:	Banker

EXECUTED AS A DEED by		)
THE ROYAL BANK OF SCOTLAND PLC		)
acting by:		)

	/s/ Adrian Collins

Name:	Adrian G. Collins

Title:	Managing Director

In the presence of:

/s/ Simon Hamill

Witness name:	Simon Hamill

Witness address:	135 Bishopsgate

	London

	EC3M 3TP

Witness occupation:	Banker

EXECUTED AS A DEED by		)
UBS LIMITED		)
acting by:		)

	/s/ Juergen Stein		/s/ Oliver Gaunt

Name:	Juergen Stein	Name:	Oliver Gaunt

Title:	Managing Director	Title:	Director

In the presence of:

/s/ Rudi Schembri-Galea

Witness name:	Rudi Schembri-Galea

Witness address:	2 Finsbury Avenue

	London

	EC2M 2PP

Witness occupation:	Associate Director

APPENDIX 1

ADDITIONAL FACILITY LENDERS AND COMMITMENTS

Lender		Additional Facility Commitment (£)
Deutsche Bank AG, London Branch		45,000,000
BNP Paribas London Branch		45,000,000
Bank of America, N.A.		45,000,000
Crédit Agricole Corporate and Investment Bank		45,000,000
Goldman Sachs International Bank		45,000,000
JPMorgan Chase Bank, N.A. London Branch		45,000,000
Lloyds TSB Bank plc		45,000,000
The Royal Bank of Scotland plc		45,000,000
UBS Limited		45,000,000
HSBC Bank plc		45,000,000
Total Commitments		450,000,000

APPENDIX 2

ADDITIONAL FACILITY LENDERS TAX STATUS

Lender		Tax Status
Deutsche Bank AG, London Branch		UK Bank Lender
BNP Paribas London Branch		UK Bank Lender
Bank of America, N.A.		UK Bank Lender
Crédit Agricole Corporate and Investment Bank		UK Bank Lender
Goldman Sachs International Bank		UK Bank Lender
JPMorgan Chase Bank, N.A. London Branch		UK Bank Lender
Lloyds TSB Bank plc		UK Bank Lender
The Royal Bank of Scotland plc		UK Bank Lender
UBS Limited		UK Bank Lender
HSBC Bank plc		UK Bank Lender

APPENDIX 3

EXISTING DOCUMENTARY CREDITS

Name of Beneficiary	Sterling Amount (£)		Expiry Date
QBE Insurance (Europe) Ltd.	875,000.00		30 June 2011
ACE European Insurance Ltd.	850,000.00		29 May 2015
OFCOM	£	4,136,000.00	31 May 2011
OFCOM	£	100,000.00	31 May 2011
Existing L/C Amount	£	5,961,000.00

APPENDIX 4

CONDITIONS PRECEDENT TO ADDITIONAL FACILITY UTILISATION

1. Corporate Documents

In relation to each Obligor and, if applicable, each general partner of any Obligor in respect of the Additional Facility:

(a) a copy of its up-to-date constitutional documents or a certificate of an authorised officer of the Company confirming that such Borrower has not amended its constitutional documents in a manner which could reasonably be expected to be materially adverse to the interests of the Lenders since the date the Obligor’s Certificate in relation to such Obligor was last delivered to the Facility Agent;

(b) a copy of a board resolution or a manager’s or partner’s resolution of such person approving the incurrence by such person of the indebtedness under the Additional Facility;

(c) a duly completed certificate of a duly authorised officer of such person in the form attached Appendix 5 (Form of Additional Facility Officer’s Certificate) with such amendments as the Facility Agent may agree.

2. Fees

Evidence that the agreed fees payable by the Company in connection with the utilisation of the Additional Facility have been or will be paid.

3. Designation

Duly executed copy of notices of the Company of:

(a) designating the Additional Facility as New Senior Liabilities in accordance with Clause 12 (New Senior Liabilities) of the Group Intercreditor Agreement; and

(b) designating the Additional Facility as Designated Senior Liabilities in accordance with Clause 8.2 (Designated Senior Liabilities) of the HYD Intercreditor Agreement.

4. Legal Opinion

An opinion of Latham & Watkins (London) LLP, legal advisers to the Facility Agent and the Mandated Lead Arrangers on matters of English law.

5. Prepayment Notices

Irrevocable prepayment and cancellation notices in respect of the “Revolving Facility” made available to the Borrowers under Clause 2.1(c) of the Facilities Agreement.

APPENDIX 5

FORM OF ADDITIONAL FACILITY OFFICER’S CERTIFICATE

To: Deutsche Bank AG, London Branch as Facility Agent

We refer to the facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Goldman Sachs International, J.P. Morgan PLC, Lloyds TSB Corporate Markets, Merrill Lynch International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate.

I, [name], a Director of [name of Obligor] of [address] (the “Company”)

CERTIFY without personal liability, that:

(a) [attached to this Certificate marked “A” are true, correct, complete and up-to-date copies of all documents which contain or establish or relate to the constitution of the Company/;] / [the Company has not amended any of its constitutional documents in a manner which could be reasonably expected to be materially adverse to the interests of the Lenders since the date such documents were last delivered to the Facility Agent];

(b) attached to this Certificate marked [“A”/“B”] is a true, correct and complete copy of [resolutions duly passed] at a meeting of the Board of Directors duly convened and held on [·] or the equivalent thereof passed as a written resolution of the Company approving the Relevant Finance Documents to which the Company is a party and authorising their execution, signature, delivery and performance and such resolutions have not been amended, modified or revoked and are in full force and effect; and

(c) the incurrence of the indebtedness under the Additional Facility by the Company will not breach any borrowing, guaranteeing or other indebtedness limit to which the Company is subject

(d) the following signatures are the true signatures of the persons who have been authorised to sign any necessary documents on behalf of the Company and to give notices and communications (including Utilisation Requests), under or in connection with the Relevant Finance Documents on behalf of the Company.

Name		Position		Signature
[·]		[·]		[·]

Signed:
	Director/Secretary
Date:	[·]

I, [name], a Director of [name of Obligor] (the [“Company”]), certify that the persons whose names and signatures are set out above are duly appointed [·] of the Company and that the signatures of each of them above are their respective signatures.

Signed:
	Director/Secretary
Date:	[·]