Schedule 13D/A

Adaliz Lavarello

Trust Manager

Lefebvre Court

Lefebvre Street

St Peter Port

Guernsey GY1 6EJ

Tracy Martel

Trust Assistant Manager

Lefebvre Court

Lefebvre Street

St Peter Port

Guernsey GY1 6EJ

0000893750-07-000220.txt : 20070607 0000893750-07-000220.hdr.sgml : 20070607 20070607172511 ACCESSION NUMBER: 0000893750-07-000220 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20070607 DATE AS OF CHANGE: 20070607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIRGIN MEDIA INC. CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 0208 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79951 FILM NUMBER: 07907620 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 00441256753762 MAIL ADDRESS: STREET 1: 160 GREAT PORTLAND STREET CITY: LONDON STATE: X0 ZIP: W1W 5QA FORMER COMPANY: FORMER CONFORMED NAME: NTL INC DATE OF NAME CHANGE: 20060315 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Virgin Entertainment Investment Holdings LTD CENTRAL INDEX KEY: 0001368880 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ BUSINESS PHONE: 441534602000 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ SC 13D/A 1 sch13da.htm SCHEDULE 13D/A Schedule 13D/A

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Virgin Media Inc.

---------------------------------------------------------------------------------------------------------------------

(Name of Issuer)

Common Stock, par value $0.01 per share

---------------------------------------------------------------------------------------------------------------------

(Title of Class of Securities)

62941W101

---------------------------------------------------------------------------------------------------------------------

(CUSIP Number)

Joshua Bayliss

Virgin Management Ltd.

120 Campden Hill Road

London W8 7AR

United Kingdom

+44 (0)20 7313 2011

---------------------------------------------------------------------------------------------------------------------

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 5, 2007

---------------------------------------------------------------------------------------------------------------------

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1

Page 2

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Deutsche Bank Trustee Services (Guernsey) Limited*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON OO

* Solely in its capacity as trustee for The Virgo Trust, The Libra Trust, The Jupiter Trust, The Mars Trust, The Venus Trust, The Leo Trust and The Gemini Trust.

Page 3

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Abacus (C.I.) Limited*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON OO

* Solely in its capacity as trustee for The Aquarius Trust, The Aries Trust, The Capricorn Trust, The Pisces Trust and The Saturn Trust.

Page 4

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cougar Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON IV; OO

Page 5

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Plough Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON IV; OO

Page 6

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard Charles Nicholas Branson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON IN

Page 7

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gamay Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON HC; CO

Page 8

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Virgin Group Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON HC; CO

Page 9

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Corvina Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON HC; CO

Page 10

CUSIP No. 62941W101


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Virgin Entertainment Investment Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 34,260,959
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,413,099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,260,959
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.46% of Common Stock (based on 327,516,460 shares of Common Stock of Virgin Media Inc. outstanding as of May 7, 2007 as reported on the Form 10-Q filed with the Securities and Exchange Commission on May 10, 2007)
14		TYPE OF REPORTING PERSON HC; CO

Page 11

Amendment No. 1 to Statement on Schedule 13D

This Amendment No. 1 to Schedule 13D (the “Statement”) relates to shares of Common Stock, $0.01 par value per share (the “Common Stock”), of Virgin Media Inc. (the “Company”). This Amendment No. 1 supplementally amends the initial statement on Schedule 13D, dated July 14, 2006 (the “Initial Statement”), filed by the Reporting Persons (as defined in Item 2 hereof). This Amendment No. 1 is being filed by the Reporting Persons to report that VEIHL has entered into a prepaid collar arrangement with respect to 12,847,860 shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows.

Item 2. Identity and Background

Item 2 of the Initial Statement is hereby amended and restated in its entirety as follows:

(a), (b), (c) and (f). This Statement is being filed jointly by:

(i) Deutsche Bank Trustee Services (Guernsey) Limited (“DBTSGL”), a company governed under the laws of Guernsey, in its capacity as Trustee, and on behalf, of The Virgo Trust, The Libra Trust, The Jupiter Trust, The Mars Trust, The Venus Trust, The Leo Trust and The Gemini Trust (the “DB Trusts”), trusts governed under the laws of England and Wales; Abacus (C.I.) Limited (“ACIL”), a company governed under the laws of Jersey, in its capacity as Trustee, and on behalf, of The Aquarius Trust, The Aries Trust, The Capricorn Trust, The Pisces Trust and The Saturn Trust (the “Abacus Trusts”) and, together with the DB Trusts, the Trusts”), trusts governed under the laws of England and Wales;

(ii) Cougar Investments Limited (“Cougar”), a Jersey company;

(iii) Plough Investments Limited (“Plough”), a Jersey company;

(iv) Sir Richard Charles Nicholas Branson (“Richard Branson”), a citizen of the United Kingdom;

(v) Gamay Holdings Limited (“Gamay”), a British Virgin Islands corporation;

(vi) Virgin Group Holdings Limited (“VGHL”), a British Virgin Islands corporation;

(vii) Corvina Holdings Limited (“Corvina”), a British Virgin Islands corporation; and

(viii) Virgin Entertainment Investment Holdings Limited (“VEIHL”), a British Virgin Islands holding company.

VEIHL is a wholly-owned subsidiary of Corvina. Corvina is held as to approximately 87% by VGHL. The remaining 13% of Corvina is owned jointly by Gamay and certain senior executives of the Virgin Group. Gamay is a wholly owned subsidiary of VGHL. VGHL is jointly owned by Sir Richard Branson, Cougar, Plough, the DB Trusts and the Abacus Trusts. The principal beneficiaries of the DB Trusts and the Abacus Trusts are Sir Richard Branson and/or certain members of his family.

DBTSGL, ACIL, Cougar, Plough, Richard Branson, Gamay, VGHL, Corvina and VEIHL are collectively referred to herein as the “Reporting Persons.” Set forth in Annex A attached hereto are the business address and principal business of each of the Reporting Persons.

Set forth in Annex B attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (the “Covered Persons”) as well as the business address, present principal occupation or employment and citizenship of each of the Covered Persons, and is incorporated herein by reference.

Page 12

(d) and (e). None of the Reporting Persons, or to the best of their knowledge, the Covered Persons, has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of them is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding a violation in respect to such laws.

Item 5. Interests in Securities of the Issuer

Item 5(a), Item 5(b) and Item 5(c) of the Initial Statement are hereby amended and restated in their entirety as follows:

(a)-(b) As of the filing date of this Schedule 13D, each of the Reporting Persons may be deemed to have: (i) beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act); and (ii) shared power to vote or direct the vote of 34,260,959 shares of Common Stock (representing 10.46% of the Company’s outstanding Common Stock as of June 7, 2007) for the reasons set forth below. As described in Item 6 hereof, 12,847,860 shares of Common Stock owned by VEIHL are subject to a Collar Arrangement (as defined in Item 6 hereof). The Reporting Persons have retained all voting rights with respect to these shares and accordingly continue to be deemed the beneficial owners of such shares. As a result of a pledge entered into in connection with the Collar Arrangement, however, the Reporting Persons do not have dispositive power with respect to the Pledged Shares (as d efined in Item 6 hereof).

Each of the Reporting Persons other than VEIHL does not directly own any shares of Common Stock. However, each of the Reporting Persons has the ability to direct the management, business and affairs of its wholly-owned subsidiary, including with respect to voting, or disposal, of the Common Stock held by VEIHL. VEIHL, which directly holds the shares of Common Stock, has the direct power to vote and dispose of such shares. The Reporting Persons’ ability to vote and dispose of shares of Common Stock is subject to the terms of the Investment Agreement and to the terms of the Collar Arrangement. The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 5.

(c)

To the best of the Reporting Persons’ knowledge, there have been no transactions effected with respect to shares of Common Stock during the past 60 days by any of the persons named in response to Item 2, other than the entry into the Collar Arrangement described in Item 6, which is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial Statement is hereby supplemented by the following:

On June 5, 2007, VEIHL entered into a prepaid collar arrangement (the “Collar Arrangement”) with an unaffiliated third party buyer pursuant to which VEIHL wrote a covered call option and purchased a put option over 12,847,860 shares of Common Stock. Only one of the options can be in the money on June 5, 2009, or an earlier date if the parties agree to terminate the prepaid collar arrangement early (the “Expiration Date”), at which time the in-the-money option will be exercised (and, if it is the call option, settled in cash or in shares of Common Stock or, if it is the put option, settled in cash), and the other option will expire. If neither option is in the money on the Expiration Date, both options will expire. As part of the transaction, VEIHL has also received a prepayment of $224,872,294 (the “Prepayment Amount”), equal to the net presen t value of the amount that may be payable to VEIHL under the put option. This Prepayment Amount will be repayable by VEIHL on the Expiration Date. VEIHL has pledged 12,847,860 shares of Common Stock (the “Pledged Shares”) to secure its obligations under the prepaid collar arrangement. VEIHL will retain voting rights and rights to ordinary dividends under the Pledged Shares during the term of the pledge. The amount of cash (or number of shares of Common Stock) to be delivered on the Expiration Date will be determined based upon the volume weighted average price of Common Stock on the 20 trading days immediately preceding the Expiration Date of the prepaid collar arrangement (the “Settlement Price”). The prepaid collar arrangement has a floor price of $19.68 (the

Page 13

“Floor Price”) and a cap price of $31.98 (the “Cap Price”). If the Settlement Price is greater than the Cap Price on the Expiration Date, VEIHL will deliver cash (or shares of Common Stock) equal to the difference between the Settlement Price and the Cap Price multiplied by the number of shares of Common Stock underlying the prepaid collar arrangement. If the Settlement Price is less than the Floor Price on the Expiration Date, VEIHL will receive cash equal to the difference between the Floor Price and the Settlement Price multiplied by the number of shares of Common Stock underlying the prepaid collar arrangement. The default method of settlement under the prepaid collar arrangement is cash settlement rather than physical settlement.

Forms of the ISDA Master Agreement, Schedule to the ISDA Master Agreement, Confirmation and Credit Support Deed pursuant to which the Collar Arrangement was entered into are attached hereto as Exhibits 99.4, 99.5, 99.6 and 99.7, respectively, and are incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Initial Statement is hereby supplemented by the following:

Exhibit 99.3

Joint Filing Agreement, dated June 7, 2007

Exhibit 99.4

Form of ISDA Master Agreement

Exhibit 99.5

Form of Schedule to the ISDA Master Agreement

Exhibit 99.6

Form of Confirmation

Exhibit 99.7

Form of Credit Support Deed

Page 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 7, 2007

Virgin Entertainment Investment Holdings Limited

/s/_Frank Dearie

Frank Dearie

Director

Corvina Holdings Limited

/s/_Frank Dearie

Frank Dearie

Director

Gamay Holdings Limited

/s/_Frank Dearie

Frank Dearie

Director

Virgin Group Holdings Limited

/s/_Frank Dearie

Frank Dearie

Director

Sir Richard Branson

s/_Sir Richard Branson

Cougar Investments Limited

/s/_Alison Renouf

Alison Renuof

Director

Page 15

Plough Investments Limited

s/_Alison Renouf

Alison Renouf

Director

Abacus (C.I.) Limited (as trustee for the Abacus Trusts)

/s/_Frank Dearie

Frank Dearie

Director

Deutsche Bank Trustee Services (Guernsey) Limited

/s/_Alison Renouf

Alison Renouf

Director

/s/_Tracy Martel

Tracy Martel

Authorised Signatory

Page 16

ANNEX A

Business Address and Principal Business of the Reporting Persons


Name	Business Address	Principal Business
Deutsche Bank Trustee Services (Guernsey) Limited	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	Provision of trust services

Abacus (C.I.) Limited	La Motte Chambers St Helier Jersey JE1 1BJ	Provision of trust services

Cougar Investments Limited	St Paul’s Gate New Street St Helier Jersey JE4 8YP	Investment holding company

Plough Investments Limited	St Paul’s Gate New Street St Helier Jersey JE4 8YP	Investment holding company

Sir Richard Branson	Richard’s House Po Box 1091 The Valley Virgin Gorda Necker Island British Virgin Islands	President of the Virgin Group

Gamay Holdings Limited	La Motte Chambers St Helier Jersey JE1 1BJ	Investment holding company

Virgin Group Holdings Limited	La Motte Chambers St Helier Jersey JE1 1BJ	Investment holding company

Corvina Holdings Limited	La Motte Chambers St Helier Jersey JE1 1BJ	Investment holding company

Virgin Entertainment Investment Holdings Limited	La Motte Chambers St Helier Jersey JE1 1BJ	Investment holding company

ANNEX B

Directors and Officers of Deutsche Bank Trustee Services (Guernsey) Limited


Name/Title	Principal Occupation	Business Address	Citizenship
Alison Jane Renouf	Banker	Lefebvre Court Lefebvre Street St Peter Port Guernsey GYI 6EJ	Guernsey

Paul E Shevlin	Company Director	Lefebvre Court Lefebvre Street St Peter Port Guernsey GYI 6EJ	UK

Page 17


Sara Louise Farrell	Banker	Lefebvre Court Lefebvre Street St Peter Port Guernsey GYI 6EJ	Guernsey

Wayne David Martel	Accountant	Lefebvre Court Lefebvre Street St Peter Port Guernsey GYI 6EJ	Guernsey

Nicholas James Harwood	Banker	Lefebvre Court Lefebvre Street St Peter Port Guernsey GYI 6EJ	Guernsey

Michael Preston	Banker	Lefebvre Court Lefebvre Street St Peter Port Guernsey GYI 6EJ	Guernsey

Jeremy Laurence Mann	Banker	Lefebvre Court Lefebvre Street St Peter Port Guernsey GYI 6EJ	Guernsey

Directors and Officers of Abacus (C.I.) Limited



Name/Title	Principal Occupation	Business Address	Citizenship
David Anthony Brookland		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Frank Dearie		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Elizabeth Mary Le Poidevin		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Philip James Jack Le Vesconte		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Peter Duncan Morin		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Andrew David Perree		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Stephen Romeril		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Wayne Tallowin		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Janet Elizabeth Taylor		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Richard Henry Wilson		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

William Thomas Wilson		La Motte Chambers, St Helier, JE1 1BJ, Jersey C.I.	UK

Page 18

Michael David de Figueiredo

La Motte Chambers,

St Helier, JE1 1BJ, Jersey C.I.

Directors and Officers of Cougar Investments Limited



Name/Title	Principal Occupation	Business Address	Citizenship

Alison Jane Renouf	Trust Manager	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	Guernsey

Nicola J. Margetts	Company Director	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	UK

Sara Louise Farrell	Trust Manager	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	Guernsey

Alec Bain	Trust Manager	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	UK

Adaliz Lavarello	Trust Manager	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	UK

Tracy Martel	Trust Assistant Manager	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	Guernsey

Directors and Officers of Plough Investments Limited



Name/Title	Principal Occupation	Business Address	Citizenship

Alison Jane Renouf	Trust Manager	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	Guernsey

Nicola J. Margetts	Company Director	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	UK

Sara Louise Farrell	Trust Manager	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	Guernsey

Alec Bain	Trust Manager	Lefebvre Court Lefebvre Street St Peter Port Guernsey GY1 6EJ	UK

Page 19

Directors and Officers of Gamay Holdings Limited



Name/Title	Principal Occupation	Business Address	Citizenship
Mark Poole Director	CFO of Virgin Group	Virgin Investments S.A. 3-5 Cours de Rive Geneva 1204 Switzerland	UK

Frank Dearie Director	Trust Director	Abacus Financial Services Limited La Motte Chambers, St. Helier, Jersey, JE1 1BJ	UK

Alison Jane Renouf Director	Trust Manager	Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court, Lefebvre Street, St Peter Port Guernsey GY1 3WT	UK

Stephen Thomas Matthew Murphy Director	CEO of Virgin Group	Virgin Investments S.A. 305 Cours de Rive Geneva 1204 Switzerland	UK

Andreas Tautscher Alternate Director to Alison Jane Renouf and Mark Poole	COO of Deutsche Bank International Limited	Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court Lefebvre Street, St Peter Port Guernsey, GY1 3WT	Austria
Barry Stinton Alternate Director to Alison Jane Renouf and Mark Poole		Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court, Lefebvre Street, St Peter Port Guernsey GY1 3WT
Paul Fauvel Alternate Director to Stephen Murphy and Frank Dearie		Abacus Financial Services Limited La Motte Chambers, St. Helier, Jersey, JE1 1BJ

Page 20

Ian Cuming

Alternate Director to Stephen Murphy and Frank Dearie

Abacus Financial Services Limited

La Motte Chambers, St. Helier,

Jersey, JE1 1BJ

Directors and Officers of Corvina Holdings Limited



Name/Title	Principal Occupation	Business Address	Citizenship
Mark Poole Director	CFO of Virgin Group	Virgin Investments S.A. 3-5 Cours de Rive Geneva 1204 Switzerland	UK

Frank Dearie Director	Trust Director	Abacus Financial Services Limited La Motte Chambers, St. Helier, Jersey, JE1 1BJ	UK

Alison Jane Renouf Director	Trust Manager	Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court, Lefebvre Street, St Peter Port Guernsey GY1 3WT	UK

Stephen Thomas Matthew Murphy Director	CEO of Virgin Group	Virgin Investments S.A. 305 Cours de Rive Geneva 1204 Switzerland	UK
Andreas Tautscher Alternate Director to Alison Jane Renouf and Mark Poole	COO of Deutsche Bank International Limited	Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court Lefebvre Street, St Peter Port Guernsey, GY1 3WT	Austria
Barry Stinton Alternate Director to Alison Jane Renouf and Mark Poole		Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court Lefebvre Street, St Peter Port Guernsey, GY1 3WT
Paul Fauvel Alternate Director to Stephen Murphy and Frank Dearie		Abacus Financial Services Limited La Motte Chambers, St. Helier, Jersey, JE1 1BJ
Ian Cuming Alternate Director to Stephen Murphy and Frank Dearie		Abacus Financial Services Limited La Motte Chambers, St. Helier, Jersey, JE1 1BJ

Directors and Officers of Virgin Entertainment Investment Holdings Limited

Page 21


Frank Dearie Director	Trust Director	Abacus Financial Services Limited La Motte Chambers, St. Helier, Jersey, JE1 1BJ	UK

Alison Jane Renouf Director	Trust Manager	Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court, Lefebvre Street, St Peter Port Guernsey GY1 3WT	UK

Stephen Thomas Matthew Murphy Director	CEO of Virgin Group	Virgin Investments S.A. 305 Cours de Rive Geneva 1204 Switzerland	UK

Andreas Tautscher Alternate Director to Alison Jane Renouf and Mark Poole	COO of Deutsche Bank International Limited	Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court Lefebvre Street, St Peter Port Guernsey, GY1 3WT	Austria
Barry Stinton Alternate Director to Alison Jane Renouf and Mark Poole		Deutsche Bank Trustee Services (Guernsey) Limited PO Box 424, Lefebvre Court Lefebvre Street, St Peter Port Guernsey, GY1 3WT
Paul Fauvel Alternate Director to Stephen Murphy and Frank Dearie		Abacus Financial Services Limited La Motte Chambers, St. Helier, Jersey, JE1 1BJ
Ian Cuming Alternate Director to Stephen Murphy and Frank Dearie		Abacus Financial Services Limited La Motte Chambers, St. Helier, Jersey, JE1 1BJ

To the best of the Reporting Persons’ knowledge:


	(a)	None of the above persons hold any Shares.


	(b)	None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares.

Page 22

Exhibit 99.3

Joint Filing Agreement

The undersigned hereby agrees that they are filing jointly pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Act of 1934, as amended, with respect to the shares of common stock of Virgin Media Inc. The undersigned further agree and acknowledge that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: June 7, 2007

Virgin Entertainment Investment Holdings Limited

/s/ Frank Dearie

Frank Dearie

Director

Corvina Holdings Limited

/s/ Frank Dearie

Frank Dearie

Director

Gamay Holdings Limited

/s/ Frank Dearie

Frank Dearie

Director

Virgin Group Holdings Limited

/s/ Frank Dearie

Frank Dearie

Director

Sir Richard Branson

/s/ Sir Richard Branson

Cougar Investments Limited

/s/ Alison Renouf

Alison Renuof

Director

Page 23

Plough Investments Limited

/s/ Alison Renouf

Alison Renouf

Director

Abacus (C.I.) Limited (as trustee for the Abacus Trusts)

/s/ Frank Dearie

Frank Dearie

Director

Deutsche Bank Trustee Services (Guernsey) Limited

/s/ Alison Renouf

Alison Renouf

Director

/s/ Tracy Martel

Tracy Martel

Authorised Signatory

EX-99.4 2 exh994.htm EXHIBIT 99.4 Exhibit 99.4

Exhibit 99.4

ISDA®

International Swaps and Derivatives Association, Inc.

2002 MASTER AGREEMENT


	dated as of	4 June 2007


Credit Suisse International	and	Virgin Entertainment Investment Holdings Limited

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

Accordingly, the parties agree as follows:—

Interpretation

(a)

Definitions. The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose of this Master Agreement.

(b)

Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement, such Confirmation will prevail for the purpose of the relevant Transaction.

(c)

Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

Obligations

(a)

General Conditions.

(i)

Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii)

Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(l) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined by both parties.

“Waiting Period” means:—

(a)

in respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance; and

(b)

in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.


Credit Suisse International			Virgin Entertainment Investment Holdings Limited
(Name of Party)			(Name of Party)
By:			By:
Name: Title: Date:			Name: Title: Date:
By:			By:
Name: Title: Date:			Name: Title: Date:

ISDA® 2002

EX-99.5 3 exh995.htm EXHIBIT 99.5 Exhibit 99.5

Exhibit 99.5

Schedule

to the

2002 Master Agreement

dated as of 4 June 2007

between

Credit Suisse International,

an unlimited company incorporated

under the laws of England and Wales

("Party A")

and

Virgin Entertainment Investment Holdings Limited,

a limited liability company incorporated

under the laws of the British Virgin Islands

("Party B")

Part 1

Termination Provisions

In this Agreement:-

(a)

Specified Entity. "Specified Entity" means "Affiliates" in relation to Party A and Party B for the purpose of the "Default Under Specified Transaction" provision (Section 5(a)(v)).

(b)

Specified Transaction. Specified Transaction will have the meaning specified in Section 14.

(c)

Cross Default. The "Cross Default" provision (Section 5(a)(vi)) will apply to Party A and Party B amended as follows:-

Specified Indebtedness

Instead of the definition in Section 14 of this Agreement, "Specified Indebtedness" means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) (a) in respect of borrowed money, and/or (b) in respect of any Specified Transaction (except that, for this purpose only, the words "and any other entity" will be substituted for the words "and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party)" where they appear in the definition of Specified Transaction and the words “which is not a Transaction under this Agreement but” will be deleted).

Threshold Amount

"Threshold Amount" means:

(i) with respect to Party A, the lesser of three percent (3%) of the shareholders’ equity of Party A (as shown in the most recent audited financial statements of Party A) and USD 25,000,000 (including the United States Dollar equivalent of obligations stated in any other currency or currency unit); and

(ii) with respect to Party B, the lesser of three percent (3%) of the shareholders’ equity of Party B (as shown in the most recent audited financial statements of Party B) and USD 10,000,000 (including the United States Dollar equivalent of obligations stated in any other currency or currency unit).

(d)

Credit Event Upon Merger. The "Credit Event Upon Merger" provision (Section 5(b)(v)) will apply to Party A and Party B.

(e)

Automatic Early Termination. The "Automatic Early Termination" provision of Section 6(a) will not apply to Party A or Party B.

(f)

Termination Currency. "Termination Currency" means the currency selected by the party which is not the Defaulting Party or the Affected Party, as the case may be, or where there is more than one Affected Party the currency agreed by Party A and Party B. However, the Termination Currency will be one of the currencies in which payments are required to be made in respect of Transactions. If the currency selected is not freely available, or where there are two Affected Parties and they cannot agree on a Termination Currency, the Termination Currency will be United States Dollars.

(g)

Additional Termination Event. Additional Termination Event will not apply.

Part 2

Tax Representations

(a)

Payer Tax Representations. For the purpose of Section 3(e), Party A and Party B each makes the following representation:-

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on:-

(i)

the accuracy of any representation made by the other party pursuant to Section 3(f) of this Agreement;

(ii)

the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii); and

(iii)

the satisfaction of the agreement of the other party contained in Section 4(d);

except that it will not be a breach of this representation where reliance is placed on clause (ii) above, and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

Payee Tax Representations. For the purpose of Section 3(f),

(i)

Party A makes no Payee Tax Representations.

(ii)

Party B makes no Payee Tax Representations.

Part 3

Agreement to Deliver Documents

Each party agrees to deliver the following documents as applicable:-

(a)

For the purpose of Section 4(a)(i) of this Agreement, tax forms, documents or certificates to be delivered are:-


Party required to deliver document	Form/Document/ Certificate	Date by which To be delivered

Not Applicable	Not Applicable	Not Applicable

(b)

For the purpose of Section 4(a)(ii) of this Agreement, other documents to be delivered are:-


Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) Representation

Party A and Party B	Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of the officers or officials signing this Agreement or any Confirmation on its behalf	Upon execution of this Agreement and, if requested, upon execution of any Confirmation	Yes

Party A and Party B	A copy of the annual report for such party containing audited or certified financial statements for the most recently ended financial year	Upon request, as soon as publicly available	Yes

Part 4

Miscellaneous

(a)

Addresses for Notices. For the purpose of Section 12(a):-

(i)

Address for notices or communications to Party A :-

Address specified in the Confirmation or otherwise advised by the acting Office sending the same.

Any notice or communication sent to Party A in connection with any matter arising under Section 5 or 6 will be copied to the following address:

Address:

One Cabot Square

London E14 4QJ

England

Swift:

Credit Suisse International CSFP GB2L

Facsimile No.:

+ 44 (0) 20 7888 2686

Attention:

General Counsel Europe - Legal and Compliance Department

(ii)

Address for notices or communications to Party B:-


Address:	Craigmuir Chambers P.O. Box 71 Road Town Tortola British Virgin Islands	Attention:	The Directors

		Facsimile No.:	+1 284 494 2233

With a copy to:-


Address:	Abacus Financial Services Limited La Motte Chambers La Motte Street St Helier JE1 1BJ Jersey	Attention:	Frank Dearie

		Facsimile No.:	01532 602 035

(For all purposes.)

(b)

Process Agent. For the purpose of Section 13(c):-

Party A: Not Applicable

Party B appoints as its Process Agent:

Virgin Management Ltd, 120 Campden Hill Road, London W8 7AR, Attention: Company Secretary Fax 020 7313 2085

(c)

Offices. The provisions of Section 10(a) will apply to this Agreement.

(d)

Multibranch Party. For the purpose of Section 10(b):-

Party A is not a Multibranch Party.

Party B is not a Multibranch Party

(e)

Calculation Agent. The Calculation Agent is Party A unless otherwise agreed in a Confirmation in relation to the relevant Transaction.

(f)

Credit Support Document. Details of any Credit Support Document: With respect to Party B: the ISDA Credit Support Deed between the parties dated 4 June 2007.

(g)

Credit Support Provider.

Credit Support Provider means in relation to Party A: Not applicable.

Credit Support Provider means in relation to Party B: Not applicable.

(h)

Governing Law. This Agreement will be governed by and construed in accordance with English law and each party hereby submits to the jurisdiction of the English Courts.

(i)

Netting of Payments. Multiple Transaction Payment Netting will not apply for the purposes of Section 2(c) of this Agreement. Nevertheless, to reduce settlement risk and operational costs, the parties agree that they will endeavour to net across as many Transactions as practicable wherever the parties can administratively do so.

(j)

Affiliate. Affiliate will have the meaning specified in Section 14 of this Agreement.

(k)

Absence of Litigation. For the purpose of Section 3(c) of this Agreement:

“Specified Entity” means in relation to Party A and Party B, such party’s Affiliates.

(l)

No Agency. The provisions of Section 3(g) will apply to this Agreement.

(m)

Additional Representation. Additional Representation will apply. For the purpose of Section 3 of this Agreement, the following will constitute an Additional Representation:-

(i)

Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

(1)

Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction, it being understood that

information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(2)

Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(3)

Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(n)

Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

Part 5

Other Provisions

(a)

Scope of Agreement. This Agreement is transaction specific and only the prepaid variable forward transaction between the parties in respect of the shares of Virgin Media, Inc. dated on or around the date of this Agreement will be governed by and be subject to this Agreement.

(b)

Change of Account. Section 2(b) of this Agreement is hereby amended by the addition of the following after the word "delivery" in the first line thereof:-

"to another account in the same legal and tax jurisdiction as the original account"

(c)

Incorporation of Protocol Terms. The parties agree that the definitions and provisions contained in Annexes 1 to 18 and Section 6 of the 2002 Master Agreement Protocol published by the International Swaps and Derivatives Association, Inc. on 15 July, 2003 are incorporated into and apply to this Agreement. References in those definitions and provisions to any “ISDA 2002 Master Agreement” and/or “2002 Master” will be deemed to be references to this Agreement.

IN WITNESS WHEREOF the parties have executed this Schedule on the respective dates specified below with effect from the date specified on the first page of this document.

CREDIT SUISSE INTERNATIONAL

VIRGIN ENTERTAINMENT INVESTMENT HOLDINGS LIMITED

By:___________________________________

By:_______________________________

Name:

Title:

Date:

By:___________________________________

By:_______________________________

Name:

Title:

Date:

EX-99.6 4 exh996.htm EXHIBIT 99.6 Exhibit 99.6

Exhibit 99.6

CREDIT SUISSE INTERNATIONAL

[exh996002.gif]

4^th June, 2007

Virgin Entertainment Investment Holdings Ltd.

Craigmuir Chambers

P.O. Box 71

Road Town

Tortola

British Virgin Islands

Fax +1 284 494 2233

Copy:

Abacus Financial Services Limited

La Motte Chambers

La Motte Street

St Helier

JE1 1BJ

Jersey

Attention: Frank Dearie

Fax 01532 602 035

Credit Suisse International

One Cabot Square

London

E14 4QJ

(A)

External ID: [ ] – Risk ID: [ ]

Dear Sir or Madam,

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

In this Confirmation, “CS” means Credit Suisse International and “Counterparty” means Virgin Entertainment Investment Holdings Ltd.

The definitions and provisions contained in the 2000 ISDA Definitions (the “2000 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “2002 Definitions” and, together with the 2000 Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the 2000 Definitions and the 2002 Definitions, the 2002 Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. The Transaction shall be deemed to be a Share Forward Transaction within the meaning set forth in the 2002 Definitions.

This Confirmation supplements, forms part of, and is subject to, the ISDA 2002 Master Agreement dated as of 4^th June, 2007, as amended and supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

If there exists any ISDA Master Agreement between CS and Counterparty or any confirmation or other agreement between CS and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between CS and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which CS and Counterparty are parties, this Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:

4^th June, 2007

Seller:

Counterparty

Buyer:

Common stock of Virgin Media Inc. (the “Issuer”) (Exchange Symbol: “VMED”).

Number of Shares:

[__________]

Prepayment:

Applicable

Conditions to CS’s Obligation

to Pay Prepayment Amout:

It shall be a condition to CS’s obligation to pay any Prepayment Amount hereunder on any Prepayment Date that Counterparty shall have performed its obligations under paragraph 5, “Agreements to Deliver Documents,” below and the Credit Support Deed.

Prepayment Amount:

USD [__________]

Variable Obligation:

Applicable

Forward Floor Price:

USD [__________]

Forward Cap Price:

USD [__________]

Exchange:

NASDAQ Global Select Market

Related Exchange(s):

NASDAQ Global Select Market, Chicago Board Options Exchange, Philadelphia Stock Exchange, American Stock Exchange, Pacific Stock Exchange, Boston Stock Exchange and International Securities Exchange

Valuation:

Valuation Date:

[_____, 20__]

Market Disruption Event:

Section 6.3(a) of the 2002 Definitions is hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time” and replacing them with “on the relevant date prior to the relevant Valuation Time” in clause (ii) thereof.

Relevant Price:

The ‘Volume Weighted Average Price’ per Share on each Averaging Date with respect to the period from 9:30 a.m. to 4:00 p.m. (New York City time), as determined by the Calculation Agent by reference to the Bloomberg Page ‘ [exchange symbol] <Equity> AQR <Go>’ (or any successor thereto) on such Averaging Date.

Averaging Dates:

Each of the 20 Scheduled Trading Days from and including the date falling 19 Scheduled Trading Days prior to the Valuation Date to and including the Valuation Date.

Averaging Date Disruption:

Modified Postponement

Settlement Terms:

Settlement Method Election:

Applicable

Electing Party:

Counterparty

Settlement Method

Election Date:

The date that is 5 Scheduled Trading Days prior to the first Averaging Date

Default Settlement Method:

Cash Settlement

Settlement Price:

The Relevant Price

Settlement Currency:

USD

Dividends:

Extraordinary Dividend:

Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the 2002 Definitions) the amount or value of which differs in amount from the Ordinary Dividend Amount for such dividend or distribution.

Ordinary Dividend Amount:

USD 0.03 for the first dividend or distribution on the Shares for which the ex-dividend date falls within a regular quarterly dividend period of the Issuer, and zero for any subsequent dividend or distribution on the Shares for which the ex-dividend date falls within the same regular quarterly dividend period of the Issuer.

Excess Dividend Amount:

For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 8.4(b) and 9.2(a)(iii) of the 2002 Definitions.

Share Adjustments:

Potential Adjustment Events:

If an event occurs that constitutes both a Potential Adjustment Event under Section 11.2(e)(ii)(C) of the 2002 Definitions and a Spin-off as described below, it shall be treated hereunder as a Spin-off and not as a Potential Adjustment Event.

Method of Adjustment:

Calculation Agent Adjustment, provided, however, that in the case of an Extraordinary Dividend, the adjustment made by the Calculation Agent shall be in respect of the Forward Cap Price only (no adjustment shall be made to the Forward Floor Price) and such adjustment shall be determined by reference only to the number of Shares which CS is theoretically deemed to be short in respect of this Transaction as at the ex-date of the relevant Extraordinary Dividend.

Spin-off:

A distribution of New Shares (the “Spin-off Shares”) of a subsidiary of the Issuer (the “Spin-off Issuer”) to holders of the Shares (the “Original Shares”). With respect to a Spin-off, “New Shares” shall have the meaning provided in Section 12.1(i) of the 2002 Definitions except that the phrase immediately preceding clause (i) thereof shall be replaced by the following: “‘New Shares” means ordinary or common shares of the Spin-off Issuer that are, or that as of the ex-dividend date of such Spin-off are scheduled promptly to be,”.

Consequences of Spin-offs:

As of the ex-dividend date of a Spin-off, (i) “Shares” shall mean the Original Shares and the Spin-off Shares; (ii) the Transaction shall continue but as a Share Basket Forward Transaction with a Number of Baskets equal to the Number of Shares prior to such Spin-off, and each Basket shall consist of one Original Share and a number of Spin-off Shares that a holder of one Original Share would have been entitled to receive in such Spin-off; and (iii) the Calculation Agent shall make such adjustments to the exercise, settlement, payment or any other terms of the Transaction as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such Spin-off (provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction), which may, but need not, be determined by reference to the adjustment(s) made in respect of such Spin-off by an options exchange to options on the Shares traded on such options exchange. As of the ex-dividend date of any subsequent Spin-off, the Calculation Agent shall make adjustments to the composition of the Basket and other terms of the Transaction in accordance with the immediately preceding sentence.

Extraordinary Events:

New Shares

In the definition of New Shares in Section 12.1(i) of the 2002 Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the London Stock Exchange (or their respective successors).”

Consequences of Merger Events:

Share-for-Share:

Calculation Agent Adjustment

Share-for-Other:

Cancellation and Payment

Share-for-Combined:

Component Adjustment

Composition of

Combined Consideration:

Not Applicable

Tender Offer:

Applicable

Consequences of Tender Offers:

Share-for-Share:

Calculation Agent Adjustment

Share-for-Other:

Calculation Agent Adjustment

Share-for-Combined:

Calculation Agent Adjustment

Nationalization, Insolvency

or Delisting:

Cancellation and Payment. Notwithstanding Section 12.6(c)(ii) of the 2002 Definitions, Cancellation and Payment shall mean that the Transaction shall be cancelled as of the Announcement Date, provided that Counterparty may, by notice to CS on the first Business Day after the Announcement Date, elect to deliver, in lieu of paying the Cancellation Amount, a number of Shares equal to the Number of Shares on the second Business Day after the Announcement Date.

Additional Disruption Events:

Change in Law:

Applicable

Failure to Deliver:

Applicable

Insolvency Filing:

Applicable

Hedging Disruption:

Not Applicable

Increased Cost of Hedging:

Not Applicable

Loss of Stock Borrow:

Applicable, and, for the avoidance of doubt, for purposes of determining any Cancellation Amount payable as the result of a Loss of Stock Borrow, the Determining Party may take into

account any amounts payable by the Hedging Party under any buy-in provisions contained in any securities loan agreements governing loans of Shares borrowed in respect of the Transaction.

Maximum Stock Loan Rate:

0.40%

Increased Cost of Stock Borrow:

Not Applicable

Hedging Party:

Determining Party:

Non-Reliance:

Applicable

Agreements and Acknowledgments

Regarding Hedging Activities:

Applicable

Additional Acknowledgments:

Applicable

Account Details:

Payments to CS:

To be advised under separate cover prior to the Trade Date

Payments to Counterparty:

To be advised under separate cover prior to the Trade Date

Delivery of Shares to CS:

To be advised under separate cover prior to the Trade Date

Office:

CS is acting through its London Office for the purposes of the Transaction; neither party is a Multibranch Party.

Calculation Agent:

CS.

Other Provisions:

Optional Early Termination by Counterparty:

At any time, Counterparty may terminate the Transaction in whole or in part upon twenty (20) Exchange Business Days’ prior written notice to CS (the termination date specified in such notice, the “Optional Termination Date”); provided, that Counterparty is not on the date of such notice in possession of any material non-public information relating to the Shares or the Issuer. If Counterparty terminates the Transaction in part, Counterparty shall specify in the notice of optional early termination, the number of Shares with respect to which the Transaction is to be terminated.

If Counterparty notifies CS that it wishes to terminate the Transaction in whole or in part, CS shall provide Counterparty with a price for such optional early termination which shall be calculated by CS (acting in good faith and in a commercially reasonable manner) as the amount equivalent to (a) the cost to CS of unwinding the derivative embedded in the Transaction and (b) the cost to CS of unwinding its Hedge Positions in the market or otherwise on or prior to the Optional Termination Date (the “Optional Termination Price”). If Counterparty accepts the Optional Termination Price quoted by CS, the Transaction will terminate on the Optional Termination Date and Counterparty shall make a cash payment to CS (or vice versa, as the case may be) on the Optional Termination Date in an amount equal to the Optional Termination Price.

If Counterparty terminates the Transaction in part, the Number of Shares shall be reduced by such number of Shares with respect to which such Transaction has been terminated.

Counterparty may at any time assign, novate or otherwise transfer its rights and obligations under the Agreement (in whole but not in part) (a "Transfer") to a third party (the "Third Party") subject to the following conditions:

the standard credit lines and policies of CS allow it to trade with the Third Party; and

the Third Party or its Credit Support Provider enters into a Credit Support Document in form and substances acceptable to CS and provides such other evidence and opinions in support of that Credit Support Document and the Transferred obligations as CS may reasonably require.

Counterparty and CS agree to execute all relevant documentation to effect the Transfer.

Additional Representations and Warranties:

Counterparty hereby represents and warrants to CS as of the date hereof that:

From the three months prior to the date hereof, neither Counterparty nor any person who would be considered to be the same “person” as Counterparty or “acting in concert” with Counterparty (as such terms are used in clauses (a)(2) and (e)(3)(vi) of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)) has, without the written consent of CS, sold any Shares or hedged (through swaps, options, short sales or otherwise) any long position in the Shares. Counterparty does not know or have any reason to believe that the Issuer has not complied with the reporting requirements contained in Rule 144(c)(1) under the Securities Act.

Counterparty is not on the date hereof, in possession of any material non-public information regarding the Shares or the Issuer. None of the transactions contemplated herein will violate any corporate policy of the Issuer or other rules or regulations of the Issuer applicable to Counterparty or its affiliates, including, but not limited to, the Issuer’s window period policy.

Counterparty has filed, in the manner contemplated by Rule 144(h) under the Securities Act, a notice on Form 144 relating to the Transaction contemplated hereby in form and substance that CS has informed Counterparty is acceptable to CS.

Counterparty aquired the Posted Collateral in the form of Shares on 4 July 2006. Counterparty agrees that Counterparty has not (i) created or permitted to exist any lien, mortgage, interest, pledge, charge or encumbrance of any kind (other than the security interest created by the Credit Support Deed)(a “Lien”) or any Transfer Restriction (other than the Existing Transfer Restrictions, as defined below) upon or with respect to the Posted Collateral in the form of Shares, (ii) sold or otherwise disposed of, or granted any option with respect to, any of the Posted Collateral in the form of Shares or (iii) entered into or consented to any agreement (other than, in the case of clause (x), this Confirmation) (x) that restricts in any manner the rights of any present or future owner of any Posted Collateral in the form of Shares with respect thereto or (y) pursuant to which any person other than Counterparty, CS and any securities intermediary through whom any of the Posted Collateral in the form of Shares is held (but in the case of any such securities intermediary only in respect of Posted Collateral in the form of Shares held through it) has or will have Control in respect of any Posted Collateral in the form of Shares. “Control” means “control” as defined in Section 8-106 and 9-106 of the Uniform Commercial Code as in effect in the State of New York (“UCC”).

“Transfer Restriction” means, with respect to any item of Posted Collateral, any condition to or restriction on the ability of the owner thereof to sell, assign or otherwise transfer such item of Posted Collateral or enforce the provisions thereof or of any document related thereto whether set forth in such item of collateral itself or in any document related thereto, including, without limitation, (i) any requirement that any sale, assignment or other transfer or enforcement of such item of Posted Collateral be consented to or approved by any Person, including, without limitation, the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such item of Posted Collateral, (iii) any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any Person to the issuer of, any other obligor on or any registrar or transfer agent for, such item of Posted Collateral, prior to the sale, pledge, assignment or other transfer or enforcement of such item of Posted Collateral and (iv) any registration or qualification requirement or prospectus delivery requirement for such item of Posted Collateral pursuant to any federal, state or foreign securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of Counterparty being an “affiliate” of the issuer of such security, as such term is defined in Rule 144 under the Securities Act, or as a result of the sale of such security being subject to paragraph (c) of Rule 145 under the Securities Act); provided that the required delivery of any assignment, instruction or entitlement order from the seller, Counterparty, assignor or transferor of such item of Posted Collateral, together with any evidence of the corporate or other authority of such Person, shall not constitute a “Transfer Restriction”.

“Existing Transfer Restrictions” means Transfer Restrictions existing with respect to any securities by virtue of the fact that (i) Counterparty is an “affiliate”, within the meaning of Rule 144 under the Securities Act, of the Issuer, (ii) the items of Posted Collateral in the form of Shares were acquired by the Counterparty in a transaction within the meaning of Rule 145 of the Securities Act and (iii) the items of Posted Collateral in the form of Shares were formerly subject to lock-up provisions under an Investment Agreement between, for the purposes of such provisions, the Counterparty and the Issuer.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Other than financing statements or other similar or equivalent documents or instruments with respect to the security interests in the Posted Collateral, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Posted Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on any such Posted Collateral.

No registration, recordation or filing with any governmental body, agency or official is required or necessary for the validity or enforceability hereof or for the perfection or enforcement of the security interests in the Posted Collateral, other than the filing of financing statement in any appropriate jurisdiction.

Counterparty has not performed and will not perform any acts that might prevent CS from enforcing any of the terms of the Agreement or the Credit Support Deed or that might limit CS in any such enforcement.

Each of CS and Counterparty hereby represents and warrants to the other party as of the date hereof that:

(a)

It is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction, and it is able to bear the economic risk of the Transaction.

(b)

It is entering into the Transaction for its own account and not with a view to the distribution or resale of the Transaction or its rights thereunder except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act.

Representations, Warranties and Covenants of CS:

CS represents to Counterparty that an affiliate of CS (the “CS Affiliate”) is registered as a broker and a dealer with the Securities and Exchange Commission and is a “market maker” or a “block positioner”, as such terms are used in Rule 144 under the Securities Act, with respect to the Shares.

CS agrees that CS Affiliate shall, as promptly as practicable consistent with market conditions, introduce into the public market a quantity of securities of the same class as the Shares equal to the Number of Shares minus the number of securities of such class sold in connection with CS’s Initial Hedge position.

CS covenants with Counterparty that it will not knowingly (after informal inquiry as to whether the proposed purchaser is affiliated with, or part of a "group" with, any other proposed purchaser but without any obligation to seek any formal confirmation or representation) sell shares of the Issuer representing more than 1% of the outstanding common stock of the Issuer to any person or "group" (as such term is used in Section 13-5d of the U.S Securities Act of 1933);

Covenants of Counterparty:

Counterparty agrees that each of Counterparty and its affiliates will comply with all applicable disclosure or reporting requirements in respect of the Transaction, including, without limitation, any requirement imposed by Section 13 or Section 16 of the Securities and Exchange Act of 1934, as amended, if any, and Counterparty will provide CS with a copy of any report filed in respect of the Transaction promptly upon filing thereof.

Counterparty is aware of and agrees to be bound by the rules of the National Association of Securities Dealers, Inc. (“NASD”) applicable to option trading and is aware of and agrees not to violate, either alone or in concert with others, the position or exercise limits established by the NASD.

Counterparty agrees that Counterparty shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting the Transaction. Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation or the Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification, waiver or termination shall be made at any time at which Counterparty or, if Counterparty is not an individual, any officer, director, general partner, manager or similar person of Seller is aware or any material non-public information re garding the Issuer.

Binding Commitment:

The parties intend that this Confirmation constitutes a “Final Agreement” as described in the letter dated December 14, 1999 submitted by Robert W. Reeder and Alan L. Beller to Michael Hyatte of the staff of the Securities and Exchange Commission (the “Staff”) to which the Staff responded in an interpretative letter dated December 20, 1999.

Securities Contract:

The parties hereto acknowledge and agree that CS is a “stockbroker” within the meaning of Section 101 (53A) of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further recognize that the Transaction is a “securities contract”, as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protection of, among other provisions, Sections 555 and 362(b)(6) of the Bankruptcy Code, and that each payment or delivery of cash, Shares or other property or assets hereunder is a “settlement payment” within the meaning of Section 741(8) of the Bankruptcy Code.

Assignment:

The rights and duties under the Agreement may not be assigned or transferred by any party hereto without the prior written consent of the other parties hereto, such consent not to be unreasonably withheld; provided that (i) CS may assign or transfer in whole its rights or duties hereunder to any of its Affiliates without the prior written consent of Counterparty, so long as (i) the senior unsecured debt rating (“Credit Rating”) of such Affiliate (or any guarantor of its obligations under the Agreement where such guarantee is for all obligations under the Agreement) is equal to or greater than the Credit Rating of Credit Suisse International, as specified by Standard & Poor’s and Moody’s, at the time of such assignment or transfer and (ii) such assignment or transfer does not result in (a) any additional payment becoming due and payable or accruing from the Counterparty under Section 2(d) of the Agreement; (b) the inability of the Counterparty to deduct for corporation tax purposes any payments/deliveries made to th e assignee or any mark to market loss on the Transaction; or (c) any deduction or withholding for or on account of any Tax in respect of any payment by CS where such Tax is not an Indemnifiable Tax.

Non-Confidentiality:

The parties hereby agree that (i) effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind, including opinions or other tax analyses, provided by CS and its affiliates to Counterparty relating to such tax treatment and tax structure (provided that the foregoing does not constitute an authorization to disclose the identity of CS or its affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information) and (ii) CS does not assert any claim of proprietary ownership in respect of any description contained herein or therein relating to the use of any entities, plans or arrangements to give rise to a particular Uni ted States federal income tax treatment for Counterparty.

Agreements to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver the following document, which shall be covered by the representation set forth in Section 3(d) of the Agreement:

(i) The Issuer shall have executed and delivered to CS, upon execution of this Confirmation, an Issuer Acknowledgment in the form attached as Annex A hereto.

Credit Suisse International is authorised and regulated by the Financial Services Authority and has entered into this transaction as principal. The time at which the above transaction was executed will be notified on request.

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation.

Yours faithfully,

CREDIT SUISSE INTERNATIONAL

By:_____________________________

Name:

Title:

Confirmed as of the date first written above:

VIRGIN ENTERTAINMENT INVESTMENT HOLDINGS LIMITED

By:________________________________

Name:

Title:

ANNEX A

Form of Issuer Acknowledgment

[LETTERHEAD OF VIRGIN MEDIA INC.]

June__, 2007

Credit Suisse International

One Cabot Square

London

E14 4QJ

Re: Proposed Transaction by Virgin Entertainment Investment Holdings Limited

Ladies and Gentlemen:

Credit Suisse International (“CS” or “you”) and Virgin Entertainment Investment Holdings Limited (“VEIHL”) have advised us of your intention to enter into an equity derivative hedging transaction (the “Transaction”) that would involve, among other things, a transfer by VEIHL to you of ____________ shares of our Common Stock (the “Transfer”) on May __, 2007 (the “Settlement Date”) and pledge by VEIHL to you of ________ shares of our Common Stock (the “Pledge”) to secure VEIHL’s obligations pursuant to the Transaction. We have no objection to the Transaction, the Transfer or the Pledge.

We note that VEIHL is entitled to enter into the Transaction in respect of this number of shares of our Common Stock in accordance with Section 3.1(d) of its Investment Agreement with us dated as of April 3, 2006 (the “Investment Agreement”). We note, however, VEIHL’s obligation to carry out the Transaction in accordance with, inter alia, Sections 3.1(h) and 4.1(b) of the Investment Agreement, including its obligation to obtain from you the undertakings set forth in Section 4.1(b) of the Investment Agreement. Additionally, the shares of our Common Stock issued to VEIHL were issued in a transaction exempt from registration under the Securities Act of 1933 in accordance with Section 3(a)(10) of the Act, and consequently cannot be transferred without registration under the Act except pursuant to Rule 145(d) promulgated under the Act or another applicable exemption from registration under the Act. CS should obtain its own advice in respect of subsequent transfers by it of shares of our Common Stock acquired in the Transaction.

We agree that, subject to applicable law (including but not limited to the U.S. federal securities laws) and court orders and your compliance with Section 4.1(b) of the Investment Agreement: (i) on the Settlement Date, we shall cause the transfer agent for the Common Stock promptly to register the Transfer to CS; and (ii) if CS forecloses on any shares of Common Stock pursuant to the Pledge, we shall, subject to the satisfaction by you of all preconditions to such transfer set forth in Section 8-401 of the Uniform Commercial Code of the State of Delaware, cause the transfer agent for the Common Stock promptly to register the transfer of the shares of Common Stock subject to such foreclosure from VEIHL to CS, or to the buyer in any foreclosure sale, as directed by CS.

Sincerely,

Virgin Media Inc.

By:____________________________

Name:

Title:

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Exhibit 99.7

(Bilateral Form - Security Interest) (ISDA Agreements Subject to English Law)

ISDA_®

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT DEED

Between


Credit Suisse International	Virgin Entertainment Investment Holdings Ltd
(“Party A”)	(“Party B”)
made on 4th June 2007 relating to the

ISDA Master Agreement

dated as of 4th June 2007 between Party A and Party B.

This Deed is a Credit Support Document with respect to both parties in relation to the ISDA Master Agreement referred to above (as amended and supplemented from time to time, the “Agreement”).

Accordingly, the parties agree as follows:

Paragraph 5. Interpretation

(a)

Definitions and Inconsistency. Unless otherwise defined in this Deed, capitalised terms defined in the Agreement have the same meaning in this Deed. Capitalised terms not otherwise defined in this Deed or in the Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Deed to Paragraphs are to Paragraphs of this Deed. In the event of any inconsistency between this Deed and the provisions of the Agreement, this Deed will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Deed, Paragraph 13 will prevail. For the avoidance of doubt, references to “transfer” in this Deed mean, in relation to cash, payment and, in relation to other assets, delivery.

(b)

Secured Party and Chargor. All references in this Deed to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Chargor” will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Deed, all references in this Deed to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary of that Other Posted Support and will not subject that support or that party as the beneficiary of that Other Posted Support to provisions of law generally relating to security interests and secured parties.

Paragraph 2. Security

(a)

Covenant to Perform. Each party as the Chargor covenants with the other party that it will perform the Obligations in the manner provided in the Agreement, this Deed or any other relevant agreement.

(b)

Security. Each party as the Chargor, as security for the performance of the Obligations:
(i) mortgages, charges and pledges and agrees to mortgage, charge and pledge, with full title guarantee, in favour of the Secured Party by way of first fixed legal mortgage all Posted Collateral (other than Posted Collateral in the form of cash), (ii) to the fullest extent permitted by law, charges and agrees to charge, with full title guarantee, in favour of the Secured Party by way of first fixed charge all Posted Collateral in the form of

cash; and (iii) assigns and agrees to assign, with full title guarantee, the Assigned Rights to the Secured Party absolutely.

(c)

Release of Security. Upon the transfer by the Secured Party to the Chargor of Posted Collateral, the security interest granted under this Deed on that Posted Collateral will be released immediately, and the Assigned Rights relating to that Posted Collateral will be re-assigned to the Chargor, in each case without any further action by either party. The Chargor agrees, in relation to any securities comprised in Posted Collateral released by the Secured Party under this Deed, that it will accept securities of the same type, nominal value, description and amount as those securities.

(d)

Preservation of Security. The security constituted by this Deed shall be a continuing security and shall not be satisfied by any intermediate payment or satisfaction of the whole or any part of the Obligations but shall secure the ultimate balance of the Obligations. If for any reason this security ceases to be a continuing security, the Secured Party may open a new account with or continue any existing account with the Chargor and the liability of the Chargor in respect of the Obligations at the date of such cessation shall remain regardless of any payments into or out of any such account. The security constituted by this Deed shall be in addition to and shall not be affected by any other security now or subsequently held by the Secured Party for all or any of the Obligations.

(e)

Waiver of Defences. The obligations of the Chargor under this Deed shall not be affected by any act, omission or circumstance which, but for this provision, might operate to release or otherwise exonerate the Chargor from its obligations under this Deed or affect such obligations including (but without limitation) and whether or not known to the Chargor or the Secured Party:

(i)

any time or indulgence granted to or composition with the Chargor or any other person;

(ii)

the variation, extension, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any terms of the Agreement or any rights or remedies against, or any security granted by, the Chargor or any other person;

(iii)

any irregularity, invalidity or unenforceability of any obligations of the Chargor under the Agreement or any present or future law or order of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any of such obligations to the intent that the Chargor’s obligations under this Deed shall remain in full force and this Deed shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order;

(iv)

any legal limitation, disability, incapacity or other circumstance relating to the Chargor, any guarantor or any other person or any amendment to or variation of the terms of the Agreement or any other document or security.

(f)

Immediate Recourse. The Chargor waives any right it may have of first requiring the Secured Party to proceed against or claim payment from any other person or enforce any guarantee or security before enforcing this Deed.

(g)

Reinstatement. Where any discharge (whether in respect of the security constituted by this Deed, any other security or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or any amount paid pursuant to any such discharge or arrangement must be repaid on bankruptcy, liquidation or otherwise without limitation, the security constituted by this Deed and the liability of the Chargor under this Deed shall continue as if there had been no such discharge or arrangement.

Paragraph 3. Credit Support Obligations

(a)

Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the

Chargor ‘s Minimum Transfer Amount, then the Chargor will transfer to the Secured Party Eligible Credit Support having a Value as of the date of transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount” applicable to the Chargor for any Valuation Date will equal the amount by which:

(i)

the Credit Support Amount

exceeds

(ii)

the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party (as adjusted to include any prior Delivery Amount and to exclude any prior Return Amount, the transfer of which, in either case, has not yet been completed and for which the relevant Settlement Day falls on or after such Valuation Date).

(b)

Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Chargor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will transfer to the Chargor Posted Credit Support specified by the Chargor in that demand having a Value as of the date of transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:

(i)

exceeds

(ii)

the Credit Support Amount.

Paragraph 4. Conditions Precedent, Transfers, Calculations and Substitutions

(a)

Conditions Precedent. Each transfer obligation of the Chargor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(g) is subject to the conditions precedent that:

(i)

no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and

(ii)

no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party.

(b)

Transfers. All transfers under this Deed of any Eligible Credit Support, Posted Credit Support, Interest Amount or Distributions, shall be made in accordance with the instructions of the Secured Party, Chargor or Custodian, as applicable, and shall be made:

(i)

in the case of cash, by transfer into one or more bank accounts specified by the recipient;

(ii)

in the case of certificated securities which cannot or which the parties have agreed will not be delivered by book-entry, by delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;

(iii)

in the case of securities which the parties have agreed will be delivered by book-entry, by the giving of written instructions (including, for the avoidance of doubt, instructions given by telex, facsimile transmission or electronic messaging system) to the relevant depository institution or other entity specified by the recipient, together with a written copy of the instructions to the recipient,

sufficient, if complied with, to result in a legally effective transfer of the relevant interest to the recipient; and

(iv)

in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph
13(j)(ii).

Subject to Paragraph 5 and unless otherwise specified, if a demand for the transfer of Eligible Credit Support or Posted Credit Support is received by the Notification Time, then the relevant transfer will be made not later than the close of business on the Settlement Day relating to the date such demand is received; if a demand is received after the Notification Time, then the relevant transfer will be made not later than the close of business on the Settlement Day relating to the day after the date such demand is received.

(c)

Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 5(a) will be made by the relevant Valuation Agent as of the relevant Valuation Time. The Valuation Agent will notify each party (or the other party, if the relevant Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or, in the case of Paragraph 5(a), following the date of calculation).

(d)

Substitutions

(i)

Unless otherwise specified in Paragraph 13, the Chargor may on any Local Business Day by notice (a “Substitution Notice”) inform the Secured Party that it wishes to transfer to the Secured Party Eligible Credit Support (the “Substitute Credit Support”) specified in that Substitution Notice in substitution for certain Eligible Credit Support (the “Original Credit Support”) specified in the Substitution Notice comprised in the Chargor’s Posted Collateral.

(ii)

If the Secured Party notifies the Chargor that it has consented to the proposed substitution, (A) the Chargor will be obliged to transfer the Substitute Credit Support to the Secured Party on the first Settlement Day following the date on which it receives notice (which may be oral telephonic notice) from the Secured Party of its consent and (B) subject to Paragraph 4(a), the Secured Party will be obliged to transfer to the Chargor the Original Credit Support not later than the Settlement Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13(f) (the “Substitution Date”); provided that the Secured Party will only be obliged to transfer Original Credit Support with a Value as of the date of transfer as close as practicable to, but in any event not more than, the Value of the Substitute Credit Support as of that date.

Paragraph 5. Dispute Resolution

(a)

Disputed Calculations or Valuations. If a party (a “Disputing Party”) reasonably disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any transfer of Eligible Credit Support or Posted Credit Support, then:

(1)

the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following, in the case of (I) above, the date that the demand is received under Paragraph 3 or, in the case of (II) above, the date of transfer;

(2)

in the case of (I) above, the appropriate party will transfer the undisputed amount to the other party not later than the close of business on the Settlement Day following the date that the demand is received under Paragraph 3;

(3)

the parties will consult with each other in an attempt to resolve the dispute; and

(4)

if they fail to resolve the dispute by the Resolution Time, then:

(i)

in the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:

(A)

utilising any calculations of that part of the Exposure attributable to the Transactions that the parties have agreed are not in dispute;

(B)

calculating that part of the Exposure attributable to the Transactions in dispute by seeking four actual quotations at mid-market from Reference Marketmakers for purposes of calculating Market Quotation, and taking the arithmetic mean of those obtained; provided that if four quotations are not available for a particular Transaction, then fewer than four quotations may be used for that Transaction, and if no quotations are available for a particular Transaction, then the Valuation Agent’s original calculations will be used for that Transaction; and

(C)

utilising the procedures specified in Paragraph 13(g)(ii) for calculating the Value, if disputed, of Posted Credit Support;

(ii)

in the case of a dispute involving the Value of any transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of transfer pursuant to Paragraph 13(g)(ii).

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) as soon as possible but in any event not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate transfer.

(b)

Not a Relevant Event. The failure by a party to make a transfer of any amount which is the subject of a dispute to which Paragraph 5(a) applies will not constitute a Relevant Event under Paragraph 7 for as long as the procedures set out in Paragraph 5 are being carried out. For the avoidance of doubt, upon completion of those procedures, Paragraph 7 will apply to any failure by a party to make a transfer required under the final sentence of Paragraph 5(a) on the relevant due date.

Paragraph 6. Holding Posted Collateral

(a)

Care of Posted Collateral. The Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining to the Posted Collateral.

(b)

Eligibility to Hold Posted Collateral; Custodians.

(i)

General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Chargor of the appointment of a Custodian, the Chargor ‘s obligations to make any transfer will be discharged by making the transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.

(ii)

Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Chargor, the Secured Party will, not later than five Local Business Days after the demand, transfer or cause its Custodian to

transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

(iii)

Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable under this Deed for its own acts or omissions.

(c)

Segregated Accounts. The Secured Party shall, and shall cause any Custodian to, open and/or maintain one or more segregated accounts (the “Segregated Accounts”), as appropriate, in which to hold Posted Collateral (other than Posted Collateral in the form of cash) under this Deed. The Secured Party and any Custodian shall each hold, record and/or identify in the relevant Segregated Accounts all Posted Collateral (other than Posted Collateral in the form of cash) held in relation to the Chargor, and, except as provided otherwise herein, such Collateral shall at all times be and remain the property of the Chargor and segregated from the property of the Secured Party or the relevant Custodian, as the case may be, and shall at no time constitute the property of, or be commingled with the property of, the Secured Party or such Custodian.

(d)

No Use of Collateral. For the avoidance of doubt, and without limiting the rights of the Secured Party under the other provisions of this Deed, the Secured Party will not have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds under this Deed.

(e)

Rights Accompanying Posted Collateral.

(i)

Distributions and Voting Rights. Unless and until a Relevant Event or a Specified Condition occurs the Chargor shall be entitled:

(A)

to all Distributions; and

(B)

to exercise, or to direct the Secured Party to exercise, any voting rights attached to any of the Posted Collateral (but only in a manner consistent with the terms of this Deed) and, if any expense would be incurred by the Secured Party in doing so, only to the extent that the Chargor paid to the Secured Party in advance of any such exercise an amount sufficient to cover that expense.

(ii)

Exercise by Secured Party. At any time after the occurrence of a Relevant Event or Specified Condition and without any further consent or authority on the part of the Chargor the Secured Party may exercise at its discretion (in the name of the Chargor or otherwise) in respect of any of the Posted Collateral any voting rights and any powers or rights which may be exercised by the person or persons in whose name or names the Posted Collateral is registered or who is the holder or bearer of them including (but without limitation) all the powers given to trustees by sections 10(3) and (4) of the Trustee Act 1925 (as amended by section 9 of the Trustee Investments Act 1961) in respect of securities or property subject to a trust. If the Secured Party exercises any such rights or powers, it will give notice of the same to the Chargor as soon as practicable.

(f)

Calls and Other Obligations

(i)

Payment of Calls. The Chargor will pay all calls or other payments which may become due in respect of any of the Posted Collateral and if it fails to do so the Secured Party may elect to make such payments on behalf of the Chargor. Any sums so paid by the Secured Party shall be repayable by the Chargor to the Secured Party on demand together with interest at the Default Rate from the date of such payment by the Secured Party and pending such repayment shall form part of the Obligations.

(ii)

Requests for Information. The Chargor shall promptly copy to the Secured Party and comply with all requests for information which is within its knowledge and which are made under section 212 of the Companies Act 1985 or any similar provision contained in any articles of association or other

constitutional document relating to any of the Posted Collateral and if it fails to do so the Secured Party may elect to provide such information as it may have on behalf of the Chargor.

(iii)

Continuing Liability of Chargor. The Chargor shall remain liable to observe and perform all of the other conditions and obligations assumed by it in respect of any of the Posted Collateral.

(iv)

No Liability of Secured Party. The Secured Party shall not be required to perform or fulfil any obligation of the Chargor in respect of the Posted Collateral or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it or the Chargor, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled under this Deed at any time.

(g)

Distributions and Interest Amount.

(i)

Distributions. The Secured Party will transfer to the Chargor not later than the Settlement Day following each Distributions Date any Distributions it receives to the extent that a Delivery Amount would not be created or increased by the transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed a Valuation Date for this purpose).

(ii)

Interest Amount. Unless otherwise specified in Paragraph 13(i)(iii), with respect to Posted Collateral in the form of cash, the Secured Party will transfer to the Chargor at the times specified in Paragraph 13(i)(ii) the Interest Amount to the extent that a Delivery Amount would not be created or increased by that transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).

Any Distributions or Interest Amount (or portion of either) not transferred pursuant to this Paragraph will constitute Posted Collateral and will be subject to the security interest granted under Paragraph 2(b) or otherwise will be subject to the set-off provided in Paragraph 8(a)(ii).

Paragraph 7. Default

For purposes of this Deed, a “Relevant Event” will have occurred with respect to a party if:

(i)

an Event of Default has occurred in respect of that party under the Agreement; or

(ii)

that party fails (or fails to cause its Custodian) to make, when due, any transfer of Eligible Collateral, Posted Collateral, Distributions or Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party; or

(iii)

that party fails to perform any Obligation other than those specified in Paragraph 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.

Paragraph 8. Rights of Enforcement

(a)

Secured Party’s Rights. If at any time (1) a Relevant Event or Specified Condition with respect to the Chargor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated under the Agreement as the result of an Event of Default or Specified Condition with respect to the Chargor, then, unless the Chargor has paid in full all of its Obligations that are then due:

(i)

the Secured Party shall, without prior notice to the Chargor, be entitled to put into force and to exercise immediately or as and when it may see fit any and every power possessed by the Secured Party by virtue of this Deed or available to a secured creditor (so that section 93 and section 103 of the Law of Property Act 1925 shall not apply to this Deed) and in particular (but without limitation) the Secured Party shall have power in respect of Posted Collateral other than in the form of cash:

(A)

to sell all or any of the Posted Collateral in any manner permitted by law upon such terms as the Secured Party shall in its absolute discretion determine; and

(B)

to collect, recover or compromise and to give a good discharge for any moneys payable to the Chargor in respect of any of the Posted Collateral;

(ii)

the Secured Party may in respect of Posted Collateral in the form of cash immediately or at any subsequent time, without prior notice to the Chargor:

(A)

apply or appropriate the Posted Collateral in or towards the payment or discharge of any amounts payable by the Chargor with respect to any Obligation in such order as the Secured Party sees fit; or

(B)

set off all or any part of any amounts payable by the Chargor with respect to any Obligation against any obligation of the Secured Party to repay any amount to the Chargor in respect of the Posted Collateral; or

(C)

debit any account of the Chargor (whether sole or joint) with the Secured Party at any of its offices anywhere (including an account opened specially for that purpose) with all or any part of any amounts payable by the Chargor with respect to any Obligation from time to time; or

(D)

combine or consolidate any account in the name of the Chargor (whether sole or joint) in any currency at any of the Secured Party’s offices anywhere with the account relating to the Posted Collateral;

and for the purposes of this Paragraph 8(a)(ii) the Secured Party shall be entitled:

(X)

to make any currency conversions or effect any transaction in currencies which it thinks fit, and to do so at such times and rates as it thinks proper;

(Y)

to effect any transfers between, or entries on, any of the Chargor’s accounts with the Secured Party as it thinks proper; and

(iii)

the Secured Party may exercise any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any.

(b)

Power of Attorney. The Chargor, by way of security and solely for the purpose of more fully securing the performance of the Obligations, irrevocably appoints the Secured Party the attorney of the Chargor on its behalf and in the name of the Chargor or the Secured Party (as the attorney may decide) to do all acts, and execute all documents which the Chargor could itself execute, in relation to any of the Posted Collateral or in connection with any of the matters provided for in this Deed, including (but without limitation):

(i)

to execute any transfer, bill of sale or other assurance in respect of the Posted Collateral;

(ii)

to exercise all the rights and powers of the Chargor in respect of the Posted Collateral;

(iii)

to ask, require, demand, receive, compound and give a good discharge for any and all moneys and claims for moneys due and to become due under or arising out of any of the Posted Collateral;

(iv)

to endorse any cheques or other instruments or orders in connection with any of the Posted Collateral; and

(v)

to make any claims or to take any action or to institute any proceedings which the Secured Party considers to be necessary or advisable to protect or enforce the security interest created by this Deed.

(c)

Protection of Purchaser

(i)

No purchaser or other person dealing with the Secured Party or with its attorney or agent shall be concerned to enquire (1) whether any power exercised or purported to be exercised by the Secured Party has become exercisable, (2) whether any Obligation remains due, (3) as to the propriety or regularity of any of the actions of the Secured Party or (4) as to the application of any money paid to the Secured Party.

(ii)

In the absence of bad faith on the part of such purchaser or other person, such dealings shall be deemed, so far as regards the safety and protection of such purchaser or other person, to be within the powers conferred by this Deed and to be valid accordingly. The remedy of the Chargor in respect of any impropriety or irregularity whatever in the exercise of such powers shall be in damages only.

(d)

Deficiencies and Excess Proceeds. The Secured Party will transfer to the Chargor any proceeds and Posted Credit Support remaining after liquidation, set-off and/or application under Paragraph 8(a) and after satisfaction in full of all amounts payable by the Chargor with respect to any Obligations; the Chargor in all events will remain liable for any amounts remaining unpaid after any liquidation, set-off and/or application under Paragraph 8(a).

(e)

Final Returns. When no amounts are or may become payable by the Chargor with respect to any Obligations (except for any potential liability under Section 2(d) of the Agreement), the Secured Party will transfer to the Chargor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Chargor, transfers Eligible Collateral) that:

(i)

it has the power to grant a security interest in any Eligible Collateral it transfers as the Chargor to the Secured Party under this Deed and has taken all necessary actions to authorise the granting of that security interest;

(ii)

it is the beneficial owner of all Eligible Collateral it transfers as the Chargor to the Secured Party under this Deed, free and clear of any security interest, lien, encumbrance or other interest or restriction other than the security interest granted under Paragraph 2 and other than a lien routinely imposed on all securities in a clearing system in which any such Eligible Collateral may be held;

(iii)

upon the transfer of any Eligible Collateral by it as the Chargor to the Secured Party under the terms of this Deed, the Secured Party will have a valid security interest in such Eligible Collateral; and

(iv)

the performance by it as the Chargor of its obligations under this Deed will not result in the creation of any security interest, lien or other interest or encumbrance in or on any Posted Collateral other than the security interest created under this Deed (other than any lien routinely imposed on all securities in a clearing system in which any such Posted Collateral may be held).

Paragraph 10. Expenses

(a)

General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and expenses (including any stamp, transfer or similar transaction tax or duty payable on any transfer it is required to make under this Deed) in connection with performing its obligations under this Deed and neither party will be liable for any such costs and expenses incurred by the other party.

(b)

Posted Credit Support. The Chargor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same.

(c)

Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred by the Secured Party in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.

Paragraph 11. Other Provisions

(a)

Default Interest. A Secured Party that fails to make, when due, any transfer of Posted Collateral or the Interest Amount, will be obliged to pay the Chargor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value on the relevant Valuation Date of the items of property that were required to be transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be transferred to (but excluding) the date of transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b)

Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Deed with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.

(c)

Further Protection. The Chargor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support transferred by the Chargor or that could adversely affect the security interest granted by it under Paragraph 2.

(d)

Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Deed, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

(e)

Demands and Notices. All demands and notices made by a party under this Deed will be made as specified in Section 12 of the Agreement, except as otherwise provided in Paragraph 13.

(f)

Specifications of Certain Matters. Anything referred to in this Deed as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Deed will be construed accordingly.

(g)

Governing Law and Jurisdiction. This Deed will be governed by and construed in accordance with English law. With respect to any suit, action or proceedings relating to this Deed, each party irrevocably submits to the jurisdiction of the English courts.

Paragraph 12. Definitions

As used in this Deed:

“Assigned Rights” means all rights relating to the Posted Collateral which the Chargor may have now or in the future against the Secured Party or any third party, including, without limitation, any right to delivery of a security of the appropriate description which arises in connection with (a) any Posted Collateral being transferred to a clearance system or financial intermediary or (b) any interest in or to any Posted Collateral being acquired while that Posted Collateral is in a clearance system or held through a financial intermediary.

“Base Currency” means the currency specified as such in Paragraph 13(a)(i).

“Base Currency Equivalent” means, with respect to an amount on a Valuation Date, in the case of an amount denominated in the Base Currency, such Base Currency amount and, in the case of an amount in a currency other than the Base Currency (the “Other Currency”), the amount in the Base Currency required to purchase

such amount of the Other Currency at the spot exchange rate determined by the Valuation Agent for value on such Valuation Date.

“Chargor” means either party, when (i) that party receives a demand for or is required to transfer Eligible Credit Support under Paragraph 3(a) or (ii) in relation to that party the other party holds any Posted Credit Support.

“Credit Support Amount” means, with respect to a Secured Party on a Valuation Date, (i) the Secured Party’s Exposure plus (ii) all Independent Amounts applicable to the Chargor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Chargor’s Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.

“Delivery Amount” has the meaning specified in Paragraph 3(a).

“Disputing Party” has the meaning specified in Paragraph 5.

“Distributions” means, with respect to Posted Collateral other than cash, all principal, interest and other payments and distributions of cash or other property with respect to that Posted Collateral. Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral.

“Distributions Date” means, with respect to any Eligible Collateral comprised in the Posted Collateral other than cash, each date on which a holder of the Eligible Collateral is entitled to receive Distributions or, if that date is not a Local Business Day, the next following Local Business Day.

“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13(c)(ii).

“Eligible Credit Support” means Eligible Collateral and Other Eligible Support, including in relation to any securities, if applicable, the proceeds of any redemption in whole or in part of such securities by the relevant issuer.

“Eligible Currency” means each currency specified as such in Paragraph 13(a)(ii), if such currency is freely available.

“Exposure” means with respect to a party on a Valuation Date and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to that party by the other party (expressed as a positive number) or by that party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(1) of the Agreement if all Transactions were being terminated as of the relevant Valuation Time, on the basis that (i) that party is not the Affected Party and (ii) the Base Currency is the Termination Currency; provided that Market Quotation will be determined by the Valuation Agent on behalf of that party using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation”).

“Independent Amount” means, with respect to a party, the Base Currency Equivalent of the amount specified as such for that party in Paragraph 13(c)(iv)(A); if no amount is specified, zero.

“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the Base Currency Equivalent of the amounts of interest determined for each relevant currency and calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of cash in such currency held by the Secured Party on that day, determined by the Valuation Agent for each such day as follows:

(x)

the amount of that cash in such currency on that day; multiplied by

(y)

the relevant Interest Rate in effect for that day; divided by

(z)

360 (or, if such currency is pounds sterling, 365).

“Interest Period” means the period from (and including) the last Local Business Day on which an Interest Amount was transferred (or, if no Interest Amount has yet been transferred, the Local Business Day on which Posted Collateral in the form of cash was transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is transferred.

“Interest Rate” means, with respect to an Eligible Currency the rate specified in Paragraph 13(i)(i) for that currency.

“Local Business Day”, unless otherwise specified in Paragraph 13(1), means:

(i)

in relation to a transfer of cash or other property (other than securities) under this Deed, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment;

(ii)

in relation to a transfer of securities under this Deed, a day on which the clearance system agreed between the parties for delivery of the securities is open for the acceptance and execution of settlement instructions or, if delivery of the securities is contemplated by other means, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place(s) agreed between the parties for this purpose;

(iii)

in relation to a valuation under this Deed, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place of location of the Valuation Agent and in the place(s) agreed between the parties for this purpose; and (iv) in relation to any notice or other communication under this Deed, in the place specified in the address for notice most recently provided by the recipient.

“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13(c)(iv)(C); if no amount is specified, zero.

“Notification Time” has the meaning specified in Paragraph 13(d)(iv).

“Obligations” means, with respect to a party, all present and future obligations of that party under the Agreement and this Deed and any additional obligations specified for that party in Paragraph 13(b).

“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“Other Posted Support” means all Other Eligible Support transferred to the Secured Party that remains in effect for the benefit of that Secured Party.

“Posted Collateral” means all Eligible Collateral, other property, Distributions and all proceeds of any such Eligible Collateral, other property or Distributions that have been transferred to or received by the Secured Party under this Deed and not transferred to the Chargor pursuant to Paragraph 3(b), 4(d)(ii) or 6(g)(i) or realised by the Secured Party under Paragraph 8. Any Distributions or Interest Amount (or portion of either) not transferred pursuant to Paragraph 6(g) will constitute Posted Collateral.

“Posted Credit Support” means Posted Collateral and Other Posted Support.

“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

“Relevant Event” has the meaning specified in Paragraph 7.

“Resolution Time” has the meaning specified in Paragraph 13(g)(i).

“Return Amount” has the meaning specified in Paragraph 3(b).

“Secured Party” means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

“Settlement Day” means, in relation to a date, (i) with respect to a transfer of cash or other property (other than securities), the next Local Business Day and (ii) with respect to a transfer of securities, the first Local Business Day after such date on which settlement of a trade in the relevant securities, if effected on such date, would have been settled in accordance with customary practice when settling through the clearance system agreed between the parties for delivery of such securities or, otherwise, on the market in which such securities are principally traded (or, in either case, if there is no such customary practice, on the first Local Business Day after such date on which it is reasonably practicable to deliver such securities).

“Specified Condition” means, with respect to a party, any event specified as such for that party in Paragraph
13(e).

“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).

“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

“Substitution Notice” has the meaning specified in Paragraph 4(d)(i).

“Threshold” means, with respect to a party, the Base Currency Equivalent of the amount specified as such for that party in Paragraph 13(c)(iv)(B); if no amount is specified, zero.

“Valuation Agent” has the meaning specified in Paragraph 13(d)(i).

“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13(d)(ii).

“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in Paragraph
13(c)(ii).

“Valuation Time” has the meaning specified in Paragraph 13(d)(iii).

“Value” means for any Valuation Date or other date for which Value is calculated, and subject to Paragraph 5 in the case of a dispute, with respect to:

(i)

Eligible Collateral or Posted Collateral that is:

(A)

an amount of cash, the Base Currency Equivalent of such amount multiplied by the applicable Valuation Percentage, if any; and

(B)

a security, the Base Currency Equivalent of the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;

(ii)

Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and

(iii)

Other Eligible Support and Other Posted Support, as specified in Paragraph 13(j).

Paragraph 13. Elections and Variables

(a)

Base Currency and Eligible Currency.

(i)

“Base Currency” means United States Dollars.

(ii)

“Eligible Currency” means the Base Currency.

(b)

Security Interest for “Obligations”. The term “Obligations” as used in this Deed includes the following additional obligations:

With respect to Party A: not applicable.

With respect to Party B: not applicable.

(c)

Credit Support Obligations.

(i)

Delivery Amount, Return Amount and Credit Support Amount.

(A)

“Delivery Amount” has the meaning specified in Paragraph 3(a).

(B)

“Return Amount” has the meaning specified in Paragraph 3(b).

(C)

“Credit Support Amount” will not have the meaning specified in Paragraph 12.

“Credit Support Amount” means, for so long as Party B has outstanding obligations (whether actual or contingent) under Section 2(a)(i) or Section 6 of the Agreement, an amount in the Base Currency equal to the Value of the sum of the Number of Shares less any Offsetting Borrowed Shares and thereafter, Zero.

(ii)

Eligible Collateral. The following items will qualify as “Eligible Collateral” for the party specified:


	Party A	Party B	Valuation Percentage

(A) the Shares (as defined below)	not applicable	[X]	100%
(B) Following the occurrence of a Potential Adjustment Event or Extraordinary Event (each as defined in the Confirmation) in respect of the Shares, other securities or assets (whether of the Issuer of the Shares or a third party)	not applicable	[X]	Such percentage as will, from time to time, be specified by the Valuation Agent as applying to such Eligible Credit Support

(iii)

Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: Not applicable.

(iv)

Thresholds.

(A)

“Independent Amount” means with respect to Party A: not applicable
“Independent Amount” means with respect to Party B: Zero

(B)

“Threshold” means with respect to Party A: not applicable
“Threshold” means with respect to Party B: Zero

(C)

“Minimum Transfer Amount” means with respect to Party A: Zero
“Minimum Transfer Amount” means with respect to Party B: Zero

(D)

Rounding. The Delivery Amount and the Return Amount will not be rounded.

(d)

Valuation and Timing.

(i)

“Valuation Agent” means Party A.

(ii)

“Valuation Date” means: Daily.

“Valuation Time” means the close of business on the Local Business Day immediately preceding the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will, as far as practicable, be made as of approximately the same time on the same date.

(iii)

“Notification Time” means 1:00 p.m., London time, on a Local Business Day.

(e)

Conditions Precedent and Secured Party’s Rights and Remedies. The following Termination Event(s) will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):


a)	Party A	Party B
Illegality	not applicable	not applicable
Tax Event	not applicable	not applicable
Tax Event Upon Merger	not applicable	not applicable
Credit Event Upon Merger	not applicable	not applicable
Additional Termination Event(s):	not applicable	not applicable

(f)

Substitution.

“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

(g)

Dispute Resolution.

(i)

“Resolution Time” means 1:00 p.m., London time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii)

Value. For the purpose of Paragraphs 5(a)(i)(C) and 5(a)(ii), the Value of the outstanding Posted Credit Support or of any transfer of Eligible Credit Support or Posted Credit Support, as the case may be, will be calculated as follows:

(A)

with respect to securities (“Securities”) the sum of (a)(x) the last bid price on such date for such Securities on the principal national securities exchange on which such Securities are listed, multiplied by the applicable Valuation Percentage; or (y) where any Securities are not listed on a national securities exchange, the bid price for such Securities quoted as at the close of business on such date by any principal market maker for such Securities chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage; or (z) if no such bid price is listed or quoted for such date, the last bid price listed or quoted (as the case may be), as of the day next preceding such date on which such prices were available, multiplied by the applicable Valuation Percentage; plus (b) the accrued interest on such Securities (except to the extent that such interest has been paid to the Transferor pursuant to Paragraph 5(c)(ii) or included in the applica ble price referred to in subparagraph (a) above) as of such date;

(B)

with respect to any cash, the amount thereof; and

(C)

with respect to any Posted Credit Support or of any transfer of Eligible Credit Support or Posted Credit Support other than Securities and cash, the fair market value

thereof on such date, as determined in any reasonable manner chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage.

(iii)

Alternative. The provisions of Paragraph 5 will apply.

(h)

Eligibility to Hold Posted Collateral; Custodians.

Party B may deliver Posted Collateral other than cash to Morgan Stanley & Co International Plc (or such other entity as Party A may agree in writing) (“Party B’s Custodian”), subject to Paragraph
13(l)(v). By doing so it shall discharge its obligation to transfer Posted Collateral to the Secured Party. Party B shall be liable for the acts or omissions of Party B’s Custodian. Posted Collateral in the form of cash shall be transferred to Party A.

There will be no Posted Collateral held by Party B.

(i)

Distributions and Interest Amount.

(i)

Interest Rate. The “Interest Rate” in relation to each Eligible Currency specified below will be: not applicable.

(ii)

Transfer of Interest Amount. The transfer of the Interest Amount will be made on the last Local Business Day of each calendar month and on any Local Business Day that a Return Amount consisting wholly or partly of cash is transferred to the Chargor pursuant to Paragraph 3(b), unless otherwise specified here: not applicable.

(iii)

Alternative to Interest Amount. The provisions of Paragraph 6(g)(ii) will apply, unless otherwise specified here: not applicable.

(j)

Other Eligible Support and Other Posted Support.

(i)

“Value” with respect to Other Eligible Support and Other Posted Support means: not applicable.

(ii)

Transfer of Other Eligible Support and Other Posted Support. All transfers under this Deed of Other Eligible Support and Other Posted Support shall be made as follows: not applicable.

(k)

Addresses for Transfers.


	Party A:
	Address:	One Cabot Square London E14 4QJ England
	Telephone:	+ 44 20 7888 5093
	Facsimile:	+ 44 20 7458 8274
	E-mail:	list.cmu-eur@credit-suisse.com
	Attention:	Collateral Management Unit


	Party B:
	Address:	Craigmuir Chambers P.O. Box 71 Road Town Tortola British Virgin Islands
	Telephone:	To be advised
	Facsimile:	+1 284 494 2233
	E-mail:	To be advised
	Attention:	To be advised


	Copy:	Abacus Financial Services Limited La Motte Chambers La Motte Street St Helier JE1 1BJ Jersey
	Telephone:	To be advised
	Facsimile:	01532 602035
	E-mail:	To be advised
	Attention:	Frank Dearie

(l)

Other Provisions.

(i)

Definitions

“Confirmation” means the Confirmation relating to the Prepaid Variable Forward Transaction between Party A and Party B with a Trade Date being the date of the Agreement.

“Extraordinary Event” has the meaning given in the Confirmation.

“Local Business Day” means any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London and New York.

“Offsetting Borrowed Shares” means any Shares that have been borrowed by Party A from Party B pursuant to a stock lending agreement on such terms as the parties may mutually agree subject to the conditions set out below:

(A)

Party A is not required under the terms of such agreement to make any payment or deliver any securities in exchange for the Shares,

(B)

Party A may use the Shares without any restrictions,

(C)

the Shares or equivalent Shares will be delivered to Party A as Posted Collateral at the end of the term of the relevant stock borrowing arrangement (and Party A may offset any obligation to deliver Shares to Party B against Party B’s obligation to deliver a Delivery Amount), and

(D)

there is in force a netting agreement on terms satisfactory in form and substance to Party A which will allow Party A to net any Exposure against its obligation to deliver the borrowed Shares.

“Potential Adjustment Event” has the meaning given in the Confirmation.

“Secured Party” means Party A and “Chargor” means Party B.

“Shares” and “Number of Shares” has the meaning given in the Confirmation.

“Treasury Securities” means negotiable, registered debt obligations issued by the U.S. Treasury Department but excluding principal-only and interest-only Treasury strips.

(ii)

One-way Security. For the avoidance of doubt, only Party A will benefit from the Security and have the right to demand a Delivery Amount under Paragraph 3. Party A does not undertake any of the covenants or grant any of the rights with respect to itself or its property that it would otherwise undertake or grant as Chargor under this Deed.

(iii)

Transfer Restrictions. The Security is subject to requirements arising under Section 5 of the Securities Act to the extent the Shares are a “restricted security” and Party B is an “affiliate” of the issuer of the Shares (each as defined in Rule 144 under the United States Securities Act of 1933) or to the extent a sale of the Shares is subject to paragraph (c) of Rule 145 under the United States Securities Act of 1933.

(iv)

Costs of Transfer on Exchange. Notwithstanding Paragraph 10, the Chargor will be responsible for, and will reimburse the Secured Party for, all transfer and other taxes and other costs involved in the transfer of Eligible Credit Support either from the Chargor to the Secured Party or from the Secured Party to the Chargor pursuant to Paragraph 4(b).

(v)

Transfer of non-cash Posted Collateral. Paragraph 4(b)(iii) shall apply to the transfer of the Shares with the following amendments.

(A)

Party B shall transfer Posted Collateral other than cash as Eligible Credit Support under this Deed to the securities sub-account held at Party B’s Custodian (Account Name: Virgin Entertainment Investment Holdings Ltd; Account Number: 045P54215). When required to do so by this Deed, Party A shall agree to the release of any such Posted Collateral held as Posted Credit Support under this Deed to Party B’s securities account held at Party B’s Custodian and promptly give notice to Party B’s Custodian that the security interest has been released. All such transfers shall be made with a reference to “Collateral under ISDA Credit Support Deed between CS and Virgin Entertainment Investment Holding Ltd”.

(B)

Any notice from Party A of the occurrence of a Relevant Event (including without limitation an Event of Default) or Specified Condition with respect to Party B (the Notice) will be conclusive evidence for the Custodian of the matters to which it relates. The parties expressly authorise Party B’s Custodian to rely on the Notice.

(D)

Until Party B’s Custodian receives a Notice Party B’s Custodian will segregate the Posted Collateral transferred as Eligible Credit Support to a blocked securities sub-account of Party B’s custodian, indicating that such Shares are owned by Party B and are subject to a security deposit in favour of Party A.

(E)

Following the receipt by Party B’s Custodian of a Notice, it will promptly release the Posted Collateral from the blocked securities sub-account and Party A will be able to sell, transfer or otherwise dispose of such Posted Collateral in any manner permitted by this Deed. Party A agrees that it will not deliver a Notice to the Custodian or otherwise withdraw the Posted Collateral from the blocked securities sub-account unless a Relevant Event has occurred and is continuing, or to deliver the Posted Collateral to, or as directed by, Party B.

(F)

Party B shall give notice to Party B’s Custodian of this Deed in such form as Party A may reasonably require as a condition to Party A incurring any obligations or liabilities under this Deed or the Agreement. The parties hereto shall give appropriate instructions to Party B’s Custodian and shall take any other action reasonably required in order to effect the procedures described in this Paragraph 13(l)(v).

(vi)

Cumulative Rights. The rights, powers and remedies of the Secured Party under this Deed are in addition to all rights, powers and remedies given to the Secured Party by the Agreement or by virtue of any statute or rule of law, all of which rights, powers and remedies will be cumulative and may be exercised successively or concurrently without impairing the rights of the Secured Party in the Credit Support Amount created pursuant to this Deed.

(vii)

Demands and Notices. All demands, specifications and notices under this Deed will be made pursuant to the Notices Section of this Agreement, save that any demand, specification or notice:

(A)

may also be given by e-mail;

(B)

will be given to or made at the following addresses:

If to Party A:

Address:

One Cabot Square

London E14 4QJ

England.

Telephone:

+ 44 20 7888 5093

Facsimile:

+ 44 20 7458 8274

E-mail:

list.cmu-eur@credit-suisse.com

Attention:

Collateral Management Unit

If to Party B:

Address:

Craigmuir Chambers

P.O. Box 71

Road Town

Tortola

British Virgin Islands

Facsimile:

+1 284 494 2233

Copy:

Abacus Financial Services Limited

La Motte Chambers

La Motte Street

St Helier

JE1 1BJ

Jersey

Attention:

Frank Dearie

Facsimile:

01532 602035

or at such other address as the relevant party may from time to time designate by giving notice (in accordance with the terms of this subparagraph) to the other party;

(C)

will be deemed to be effective at the time such notice is actually received unless such notice is received on a day which is not a Local Business Day or after the Notification Time on any Local Business Day in which event such notice will be deemed to be effective on the next succeeding Local Business Day.

(viii)

Form of Deed. The parties hereby agree that the text of the body of this Deed is intended to be the printed form of ISDA Credit Support Deed (Bilateral Form – Security Interest – ISDA Agreements Subject to English Law version) as published and copyrighted by the International Swaps and Derivatives Association, Inc.

IN WITNESS of which this Deed has been executed as a deed and has been delivered on the date first above written.

PARTY A

EXECUTED as a deed by Credit Suisse International: ………….

)
......................................................................................…………..

)
acting by two authorised signatories................................……..

)

acting under the authority of that company in the presence of:

)

Witness’ Signature: ....................................

Witness’ Name: ..................................…….

Witness’s Address: .................................…

PARTY B

EXECUTED as a deed by Virgin Entertainment Investment

)
Holdings Ltd:

)
acting by

) ………………(Signature)
and

) ………………(Signature)
acting under the authority of that company in the presence of:

)

Witness’ Signature: ...................................

Witness’ Name: .................................……

Witness’s Address: ....................................