Exhibit 4.8

Dated 3 March 2011

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

(“VMIH” and each of its subsidiaries listed on the signature pages hereto, such subsidiaries and VMIH, together, as the Confirming Parties)

and

DEUTSCHE BANK AG, LONDON BRANCH

(as Security Trustee)

and

THE BANK OF NEW YORK MELLON

(as Trustee under the New Notes)

CONFIRMATION DEED

THIS CONFIRMATION DEED (this “Deed”) is made on 3 March, 2011

BETWEEN:

(1) VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, a company incorporated in England and Wales with registered company number 03173552 (“VMIH”), and each of its subsidiaries listed on the signature pages hereto (such subsidiaries and VMIH together, the “Confirming Parties”);

(2) DEUTSCHE BANK AG, LONDON BRANCH, in its capacity as security trustee and agent for and on behalf of the Beneficiaries under the Security Documents (the “Security Trustee”); and

(3) THE BANK OF NEW YORK MELLON, in its capacity as trustee for and on behalf of itself and the holders of the New Notes (as referred below) from time to time.

WHEREAS:

(A) Reference is made to:

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

(b) the $1,000,000,000 6.50% Senior Secured Notes due 2018 and the £875,000,000 7.00% Senior Secured Notes due 2018 (together, the “Existing Notes”), in each case, of Virgin Media Secured Finance PLC (the “Issuer”) and the related Indenture dated as of January 19, 2010 (the “Existing Indenture”) between the Issuer, the Ultimate Parent, Virgin Media Finance PLC, VMIH, the subsidiary guarantors named therein, 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;

(c) the Group Intercreditor Deed, dated 3 March 2006, as amended and restated on 13 June 2006, 10 July 2006, 31 July 2006, 15 May 2008, 30 October 2009 and 8 January 2010 (the “Group Intercreditor Agreement”) between the Security Trustee and the borrowers, guarantors, lenders, financial institutions, intergroup debtors and intergroup creditors party thereto;

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(d) the $500,000,000 5.25% Senior Secured Notes due 2021 and the £650,000,000 5.50% Senior Secured Notes due 2021 (together, the “New Notes”) of the Issuer and the related Indenture dated as of March 3, 2011 (the “New Indenture”) between the Issuer, the Ultimate Parent, Virgin Media Finance PLC, VMIH, the subsidiary guarantors named therein, The Bank of New York Mellon as Trustee (in such capacity, the “New Trustee”) and Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Paying Agent; and

(e) the Security Documents listed in Schedule A hereto (the “Security Documents”).

(B) Each Confirming Party is a party to the SFA, the Existing Indenture, the New Indenture, the Group Intercreditor Agreement and/or one or more of the Security Documents, as applicable.

(C) Each Confirming Party has realised, and continues to realise, substantial direct and indirect benefits as a result of the SFA, the Existing Notes and the Existing Indenture continuing to be effective and as a result of the New Notes and the New Indenture becoming effective and the consummation of the transactions contemplated thereby.

(D) Each Confirming Party expects to realise substantial direct and indirect benefits as a result of the New Notes and the New Indenture and the consummation of the transactions contemplated thereby.

IT IS AGREED as follows:

1. DEFINITIONS

Capitalised terms, unless otherwise specified herein, shall have the meanings ascribed to them in the Group Intercreditor Agreement. In addition:

“New Guarantees” means the “Note Guarantees” as defined in the New Indenture; and

“New Notes Documents” means the New Notes, the New Guarantees, the New Indenture and any other document evidencing the obligations and liabilities of the Issuer and/or the other Confirming Parties in relation to the New Notes and the New Guarantees.

2. INTERPRETATION

2.1 Clause, schedule and paragraph headings are inserted for convenience only and shall not affect the interpretation of this Deed.

2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.3 The schedules form part of this Deed and shall have effect as if set out in full in the body of this Deed. Any reference to this Deed includes the schedules.

2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

2.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

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2.6 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

2.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of this Deed to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

2.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.9 A reference to “this Deed” or to any other agreement or document referred to in this Deed is a reference to this Deed or such other document or agreement as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

3. CONFIRMATION

3.1 Each Confirming Party hereby acknowledges and agrees to the issuance of the New Notes, the New Guarantees and the New Indenture and the transactions contemplated thereby and hereby confirms all payment and performance obligations, contingent or otherwise, and undertakings arising under or in connection with its respective agreements, guarantees, pledges and grants of Liens (as defined in the New Indenture), as applicable, under and subject to the terms of Liens, the Group Intercreditor Agreement and each Security Document to which it is party, and agrees that, notwithstanding the effectiveness of the New Notes, the New Guarantees and the New Indenture and the consummation of the transactions contemplated thereby, the pledges and grants of Liens given in connection with the Security Documents are in full force and effect and remain and shall hereafter continue to secure the “Senior Liabilities” (under and as defined in the Group Intercreditor Agreement), as applicable.

3.2 Each Confirming Party confirms that (i) its guarantee under the SFA continues in full force and effect on the terms of the SFA as amended and any Accession Notice (as defined in the SFA) applicable to that Confirming Party; and (ii) its guarantee under the Existing Indenture continues in full force and effect and on the terms of the Existing Indenture, in each case, subject to any limitations set out in the SFA or Existing Indenture. Each Confirming Party further confirms that any Security created by it under the Security Documents extends to the New Senior Liabilities including, for the avoidance of doubt, the New Guarantees.

4. ACKNOWLEDGMENT

Each of the Confirming Parties acknowledges and agrees that:

(a) the New Trustee (and the other agents under the New Notes and the New Indenture) and the New Noteholders from time to time under and in respect of the New Notes and the New Indenture are:

(i) “Senior Finance Parties” (under and as defined in the Group Intercreditor Agreement); and

(ii) “Beneficiaries” (under and as defined in the Group Intercreditor Agreement and each Security Document);

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(b) all obligations of the Confirming Parties in respect of the New Notes, the New Guarantees and the New Notes Documents are:

(i) “New Senior Liabilities” and “Senior Liabilities” (under and as defined in the Group Intercreditor Agreement) and “Senior Liabilities” (under and as defined in the Security Trust Agreement); and

(ii) “Secured Obligations” (under and as defined in each Security Document and the Security Trust Agreement); and

(c) the Security Trustee is and remains and shall hereafter be the “Security Trustee” (under and as defined in the Group Intercreditor Agreement).

5. SECURITY TRUSTEE

The Security Trustee hereby agrees to act as security trustee for the New Notes and the New Senior Liabilities under the New Notes Documents.

6. REPRESENTATION

Each Confirming Party hereby makes those representations and warranties set out in Clauses 21.2, 21.5, 21.6, 21.7, 21.9 and 21.10 of the SFA as if such Clauses were set out in full in this Deed save that references to the “Finance Documents” shall be construed as references to this Deed.

7. SENIOR FINANCE DOCUMENT

Each of this Deed and the New Notes Documents is a “Senior Finance Document” (under and as defined in the Group Intercreditor Agreement). This Deed is also a “Relevant Finance Document” (under and as defined in the SFA).

8. RATIFICATION OF SECURITY DOCUMENTS

Each party to each Security Document hereby ratifies and confirms such Security Document on the terms of this Deed .

9. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

Each of the Senior Finance Parties may rely on the terms of this Deed. Save as expressly provided otherwise in the preceding sentence, a person who is not party to this Deed may not rely on it and the terms under the Contracts (Rights of Third Parties) Act 1999 are excluded. The parties to this Deed may amend this Deed in writing without the consent of any person that is not a party.

10. SEVERABILITY

If any one or more of the provisions of this Deed shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Deed and shall in no way affect the validity or enforceability of such other provisions.

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11. EFFECT AS A DEED

This document is intended to take effect as a Deed notwithstanding the fact that the parties may have executed it under hand only.

12. COUNTERPARTS

This Deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Deed, and all of those counterparts taken together will be deemed to constitute one and the same instrument.

13. GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with this Deed are governed by and shall be construed in accordance with English law and the provisions of Clause 29 (Jurisdiction) of the Group Intercreditor Deed shall be deemed to be incorporated in this Deed in full, mutatis mutandis, save that references to “the Obligors, the Additional Senior Finance Parties and the Intergroup Creditors” (or any of them) shall be construed as references to the parties to this Deed.

14. FURTHER ASSURANCE

Each Confirming Party agrees that it shall promply, upon the reasonable request of the Security Trustee, execute and deliver at its own expense any document and do any act or thing in order to confirm or establish the validity and enforceability of this Deed.

IN WITNESS WHEREOF this Deed has been executed and delivered as a deed on the date stated at the beginning of this Deed.

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VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VIRGIN MEDIA SECURED FINANCE PLC
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VIRGIN MEDIA FINANCE PLC
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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VIRGIN MEDIA INVESTMENTS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VIRGIN MEDIA SFA FINANCE LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VIRGIN MEDIA LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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VIRGIN MEDIA WHOLESALE LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
TELEWEST COMMUNICATIONS NETWORKS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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NTL BUSINESS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VIRGIN MEDIA PAYMENTS LTD
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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VIRGIN MOBILE TELECOMS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VIRGIN NET LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
BCMV LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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BARNSLEY CABLE COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
BIRMINGHAM CABLE LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
CABLE CAMDEN LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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CABLE ENFIELD LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
CABLE HACKNEY & ISLINGTON LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
CABLE HARINGEY LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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DONCASTER CABLE COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
EUROBELL (SOUTH WEST) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
EUROBELL (SUSSEX) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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EUROBELL (WEST KENT) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
EUROBELL INTERNET SERVICES LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
HALIFAX CABLE COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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MIDDLESEX CABLE LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS BOLTON
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS BROMLEY
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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NTL CABLECOMMS BURY AND ROCHDALE
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS CHESHIRE
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS DERBY
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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NTL CABLECOMMS GREATER MANCHESTER
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS MACCLESFIELD
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS OLDHAM AND TAMESIDE
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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NTL CABLECOMMS SOLENT
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS STAFFORDSHIRE
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS STOCKPORT
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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NTL CABLECOMMS SURREY
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS SUSSEX
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CABLECOMMS WESSEX
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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NTL CABLECOMMS WIRRAL
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL CAMBRIDGE LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL KIRKLEES
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

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NTL MIDLANDS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL WIRRAL TELEPHONE AND CABLE TV COMPANY
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
SHEFFIELD CABLE COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 22 –

TELEWEST COMMUNICATIONS (MIDLANDS AND NORTH WEST) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
TELEWEST COMMUNICATIONS (MIDLANDS) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
TELEWEST UK LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 23 –

VIRGIN MEDIA BUSINESS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VIRGIN MOBILE GROUP (UK) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VIRGIN MOBILE HOLDINGS (UK) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 24 –

VMIH SUB LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
VMWH LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
WAKEFIELD CABLE COMMUNICATIONS LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 25 –

X-TANT LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
NTL GLASGOW
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
TELEWEST COMMUNICATIONS (CUMBERNAULD) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 26 –

TELEWEST COMMUNICATIONS (DUMBARTON) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
TELEWEST COMMUNICATIONS (DUNDEE & PERTH) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
TELEWEST COMMUNICATIONS (FALKIRK) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 27 –

TELEWEST COMMUNICATIONS (GLENROTHES) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
TELEWEST COMMUNICATIONS (MOTHERWELL) LIMITED
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 28 –

AVON CABLE JOINT VENTURE, by its partners:
Avon Cable Limited Partnership
By: Theseus No. 1 Limited, Avon Cable Limited Partnership’s general partner
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
By: Theseus No. 2 Limited, Avon Cable Limited Partnership’s general partner
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
Telewest Communications (South West) Limited
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 29 –

TELEWEST COMMUNICATIONS (LONDON SOUTH) JOINT VENTURE, by its partners:
London South Cable Limited Partnership
By: United Cable (London South) Limited Partnership, its managing partner
By: Theseus No. 1 Limited, United Cable (London South) Limited Partnership’s general partner
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
By: Theseus No. 2 Limited, United Cable (London South) Limited Partnership’s general partner
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
Telewest Communications (London South) Limited
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 30 –

TELEWEST COMMUNICATIONS (NORTH EAST) PARTNERSHIP, by its partners:
Tyneside Cable Limited Partnership
By: Theseus No. 1 Limited, Tyneside Cable Limited Partnership’s general partner
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
By: Theseus No. 2 Limited, Tyneside Cable Limited Partnership’s general partner
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor
Telewest Communications (North East) Limited
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 31 –

Telewest Communications (Tyneside) Limited
By:	/s/ ROBERT MACKENZIE
Name:	Robert Mackenzie
Title:	Director
In the presence of:
/s/ KARAN CHOPRA
Name:	Karan Chopra
Address:	99 City Road, London EC1Y 1AX
Occupation:	Solicitor

- 32 –

DEUTSCHE BANK AG, LONDON BRANCH
(as Security Trustee)
By:	/s/ RAJEEN THAKERIA
Name:	Rajeen Thakeria
Title:	AVP
By:	/s/ VIKKI ADAMS
Name:	Vikki Adams
Title:	AVP
THE BANK OF NEW YORK MELLON
(as Trustee under the New Notes)
By:	/s/ MICHAEL LEE
Name:	Michael Lee
Title:	Senior Associate

- 33 –

SCHEDULE A

English Security Documents

1. Composite Debenture dated 19 January 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee.

2. Composite Debenture dated 15 April 2010 by Virgin Media SFA Finance Limited in favour of Deutsche Bank AG, London Branch as Security Trustee.

3. Composite Debenture dated 10 June 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee.

4. Composite Debenture dated 29 June 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee.

5. Composite Debenture dated 18 February 2011 by VMWH Limited in favour of Deutsche Bank AG, London Branch as Security Trustee.

6. Blocked Account Charge dated 9 February 2010 granted by Virgin Media Investment Holdings Limited as Chargor in favour of Deutsche Bank AG, London Branch as Security Trustee.

7. Charge over Shares dated 15 April 2010 granted by Virgin Media Finance PLC as Chargor in favour of Deutsche Bank AG, London Branch as Security Trustee.

8. Assignment of loans dated 15 April 2010 granted by Virgin Media Finance PLC in favour of Deutsche Bank AG, London Branch as Security Trustee.

- 34 –